EXHIBIT 10.6


                     Interconnection Agreement

                              BETWEEN

                INDIANAPOLIS POWER & LIGHT COMPANY

                                AND

                INDIANA & MICHIGAN ELECTRIC COMPANY


                                            




                      Dated December 30, 1960
<PAGE>
                             CONTENTS


Article                                                       Page

     Preamble..............................................    1
 1.  Facilities to be Provided.............................    1
 2.  Provisions for, and Continuity of Interconnected......    3
       Operation
 3.  Services to be Rendered...............................    3
 4.  Service Conditions....................................    4
 5.  Delivery Points, Metering Points and Metering.........    5
 6.  Records and Statements................................    6
 7.  Billings and Payments.................................    6
 8.  Operating Committee...................................    6
 9.  Continuity of Service.................................    7
10.  Duration of Agreement.................................    7
11.  Arbitration...........................................    7
12.  Regulatory Authorities................................    8
13.  Waivers...............................................    8
14.  Assignment............................................    8


                                                                  
Service                                                         Schedule

A    Firm Power to Indianapolis Company........................     9
B    Emergency Service.........................................    13
C    Coordination of Scheduled Maintenance of Generating.......    15
     Facilities                                                    
D    Energy Transfer...........................................    17
E    Interchange Power.........................................    19
F    Short Term Power..........................................    21
<PAGE>
     0.01  THIS AGREEMENT, dated this 30th day of December, 1960, between
INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis Company), an Indiana
corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY (Indiana Company), also
an Indiana corporation,

                       W I T N E S S E T H,

                             T H A T:

     0.02  WHEREAS, Indianapolis Company owns electric facilities and is
engaged in the generation, transmission, distribution, and sale of electric
power and energy in Indiana; and

     0.03  WHEREAS, Indiana Company owns electric facilities and is engaged
in the generation, transmission, distribution, and sale of electric power
and energy in Indiana and Michigan; and

     0.04  WHEREAS, Indianapolis Company and Indiana Company desire that
certain 345,000-volt transmission line facilities be provided and built so
as to establish a high capacity 345,000-volt interconnection between the
Indianapolis Company system and the Indiana Company system; and

     0.05  WHEREAS, Indianapolis Company and Indiana Company desire to
avail themselves of the mutual benefits and advantages to be realized by
interconnected systems operation through such 345,000-volt interconnection;
and

     0.06  WHEREAS, the parties desire to fix the terms and conditions upon
which such interconnection shall be provided and built and upon which the
furnishing of interconnection services shall be effected;

     0.07  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein set forth, the parties agree as follows:


                             ARTICLE 1

                     FACILITIES TO BE PROVIDED

Indiana Company

     1.01  Indiana Company shall provide, own, and install, or cause to be
installed, at its own expense, the following described facilities; viz.:

          1.011  A 345,000-volt single circuit steel tower transmission
     line (hereby designated and herein called Tanners Creek-Hanna-De Soto
     Line), approximately 138 miles in length, constructed with two 954,000
     cm ACSR conductors per phase or with conductors of at least equivalent
     conductivity and suitable ground wires, to extend in a generally
     northerly direction from Indiana Company's Tanners Creek Station via
     Indianapolis Company's proposed Hanna Substation, to be located in or
     near Indianapolis, to Indiana Company's proposed De Soto Substation,
     to be located near Muncie.

          1.012  On the existing 345,000-volt double circuit steel tower
     transmission line that extends from Tanners Creek Station to Indiana
     Company's Sorenson Substation, a second 345,000-volt circuit to extend     
     from the proposed De Soto Substation to Sorenson Substation, 
     approximately 48 miles in length, with main conductors of not less
     than 1.75 inches diameter 1,414,000 cm ACSR expanded conductor or of
     equivalent conductivity and diameter.

          1.013  At Tanners Creek Station, the necessary terminal
     equipment, including facilities suitable for the three-terminal
     control of the Tanners Creek-Hanna-De Soto Line described in
     subsection 1.011 above and essential to the protection of line and
     station equipment; such terminal equipment shall include one
     345,000-volt ultra-high speed automatic reclosing circuit breaker,
     appurtenant disconnecting and associated equipment, carrier current
     relays and associated carrier current equipment and every item
     required and suitable for the three-terminal control of said line and
     for the coordination of such control with terminal equipment to be
     provided by Indianapolis Company pursuant to subsection 1.021 below.

          1.014  At Tanners Creek Station and other suitable locations,
     such communication, telemetering, and load control facilities as shall
     hereafter be determined by the parties as necessary for the proper and
     efficient interconnected operation of the parties' systems.

Indianapolis Company

     1.02  Indianapolis Company shall provide, own, and install, or cause
to be installed, at its own expense, the following described facilities;
viz.:

          1.021  At Hanna Substation, the necessary terminal equipment,
     including facilities suitable for the three-terminal control of the
     Tanners Creek-Hanna-De Soto Line and essential to the protection of
     line and station equipment; such terminal equipment shall include one
     345,000/138,000-volt, three-phase auto-transformer having a nominal
     rating of not less than 200,000 kilovolt-amperes, one 138,000-volt
     ultra-high speed automatic reclosing circuit breaker, appurtenant
     disconnecting and associated equipment, carrier current relays and
     associated carrier current equipment, and every item required and
     suitable for the three-terminal control of said line and for the
     coordination of such control with terminal equipment to be provided by
     Indiana Company pursuant to subsection 1.013 above.

          1.022  At Hanna Substation, such suitable 138,000-volt metering
     equipment as described in Section 5.03 below.

          1.023  At Hanna Substation and other suitable locations, such
     communication, telemetering, and load control facilities as shall
     hereafter be determined by the parties as necessary for the proper and
     efficient interconnected operation of the parties' systems.

Interconnection Point

     1.03  The Interconnection Point shall be that point at Hanna 
Substation where the terminal facilities provided therefor by Indianapolis
Company shall be connected to the Tanners Creek-Hanna-De Soto Line.

Facilities Obligations Common To The Parties

     1.04  Subject to accidents, strikes, litigations, delays in securing
delivery of equipment or other similar or dissimilar causes beyond the
reasonable control of the parties, including the procuring of the necessary
materials and labor and the obtaining of all the necessary governmental
authorizations and permits approving the use of such labor and materials,
the installation of the facilities to be provided by the parties, as
hereinabove described, shall be completed and in service on or before May
31, 1963, and should the installation of said facilities be delayed beyond
said date due to the aforesaid causes it shall nevertheless be completed as
soon thereafter as practicable.

     1.05  The parties shall cooperate with one another so as to assure the
maximum practicable coordination of design of the facilities to be installed
by each of them with new and existing facilities of the other.

Maintenance of Equipment

     1.06  The parties shall each keep, or shall cause to be kept, the
lines, together with all associated equipment and appurtenances, described
in Article 1 that are located on their respective sides of the
Interconnection Point in a suitable condition of repair at all times, each
at its own expense, in order that said lines will operate in a reliable and
satisfactory manner and in order that reduction in the capacity of said
lines will be avoided to the extent practicable.


                             ARTICLE 2

    PROVISIONS FOR, AND CONTINUITY OF INTERCONNECTED OPERATION

     2.01  When the installation of the facilities as provided for under
Article 1 is completed, the systems of the parties shall be connected at the
Interconnection Point and thereafter throughout the duration of this
agreement, subject to the provisions of this Section 2.01, such systems
shall be operated in continuous synchronism through such line. 
If
synchronous operation of the systems through such line becomes interrupted
either manually or automatically because of reasons beyond the control of
either party or because of scheduled maintenance that has been agreed to by
both parties, the parties shall cooperate so as to remove the cause of such
interruption as soon as practicable and restore such line to normal
operating condition.  Neither party shall be responsible to the other party
for any damage or loss of revenue caused by any such interruption.


                             ARTICLE 3

                      SERVICES TO BE RENDERED

     3.01  It is the purpose in general of the parties to seek and realize
all benefits practicable to be effected through coordination in the
operation and development of their respective systems.  It is understood by
the parties that such benefits may be realized by them by carrying out under
stated terms and conditions various interconnection services and transactions
that may include among others:

          the sale and purchase of firm power and associated energy,

          the furnishing of mutual emergency and standby assistance,

          the interchange, sale, and purchase of energy to effect
     operating economies,

          the coordination of maintenance schedules of generating and
     transmission facilities,

          the transfer of electric energy through the transmission system
     of one party for the benefit of the other, and

          the sale and purchase of short-term electric power and energy
     available on the system of one party and needed on the system of the
     other.

In furtherance of such purpose the parties shall appoint an Operating
Committee as provided under Article 8.

     3.02  Inasmuch as the specific services to be rendered in furtherance
of such purpose will vary from time to time during the duration of this
agreement, and the terms and conditions applicable to such services may
require modification from time to time, it is intended that such specific
services and the terms and conditions applicable thereto will be set forth
in service schedules from time to time arranged between the parties.  Such
service schedules upon agreement of the parties, initially by Section 3.03
below or subsequently by separate execution, shall become parts of this
agreement during the periods fixed by their respective duration.

     3.03  The following service schedules are agreed to initially and
hereby made a part of this agreement:

          Service Schedule A - Firm Power to Indianapolis Company
          Service Schedule B - Emergency Service
          Service Schedule C - Coordination of Scheduled Maintenance of 
                                 Generating Facilities
          Service Schedule D - Energy Transfer
          Service Schedule E - Interchange Power
          Service Schedule F - Short Term Power


                             ARTICLE 4

                        SERVICE CONDITIONS

Control of System Disturbance

     4.01  The parties shall maintain and operate their respective systems
so as to minimize, in accordance with sound operating practice, the
likelihood of disturbance originating in either system which might cause
impairment to the service of the system of the other party or of any system
interconnected with the system of the other party.

Control of Kilovar Exchange

     4.02  It is the intent that neither party shall be obligated to
deliver kilovars for the benefit of the other party; also that neither party
shall be obligated to receive kilovars when to do so may introduce
objectionable operating conditions on its system.  The Operating Committee
shall be responsible for the establishment from time to time of operating
procedures and schedules, in respect of carrying kilovar loads by one system
for the other in order to secure adequate service and economical use of the
facilities of both systems and in respect of proper charges, if any, for the
use of facilities carrying kilovar loads.  In discharging such duties the
Operating Committee shall recognize that in the transmission and delivery of
power and energy hereunder the carrying of kilovar loads by either of the
parties, in harmony with sound engineering  principles of transmission
operation with their systems interconnected, is subject to numerous
variables contingent upon loading and operating conditions existing
simultaneously on both of their systems.  The operating procedures and
schedules so set up by the Operating Committee shall be in accord with such
principles and shall require each of the parties to carry kilovar loads at
such times and in such amounts as will be equitable to both parties.

Control of Unscheduled Power Deliveries

     4.03  The parties shall exercise due diligence and foresight in
carrying out all matters related to the providing and operating of their
respective electric power resources so as to minimize to the extent
practicable deviations between actual and scheduled deliveries of electric
power and energy between their systems.  The parties shall provide and
install on their respective systems such communication and telemetering
facilities as are essential to so minimizing such deviations; and, in
developing and executing operating procedures that will enable the parties
to avoid to the extent practicable deviations from scheduled deliveries,
shall fully cooperate with each other and with third parties whose systems
are either directly or indirectly interconnected with the systems of the
parties and who of necessity together with the parties must unify their
efforts cooperatively to achieve effective and efficient interconnected
operation.  The parties recognize, however, that, despite their best efforts
to prevent the same, unscheduled deliveries of electric energy from one
party to the other may occur.  Electric energy delivered hereunder in such
event shall be settled for either by the return of equivalent energy or by
payment of the out-of-pocket cost--such cost being as of the delivery point
or points, as provided for in Section 5.01 of this agreement, taking into
account electrical losses incurred from the source or sources of such energy
to said delivery point or points--to the supplying party of generating or
acquiring such energy plus ten per cent of such cost.  If equivalent energy
is returned, it shall be returned at times when the load conditions of the
party receiving it are equivalent to the load conditions of such party at
the time the energy for which it is returned was delivered or, if such party
elects to have equivalent energy returned under different conditions, it
shall be returned in such amounts, to be agreed upon by the Operating
Committee, as will compensate for the difference in conditions.

                             ARTICLE 5

          DELIVERY POINTS, METERING POINTS, AND METERING

Delivery Points

     5.01  All electric energy delivered under this agreement shall be of
the character commonly known as three-phase sixty-cycle energy, and shall be
delivered at the Interconnection Point, as defined under Section 1.03 above,
at a nominal voltage of 345,000 volts and at such other points and voltages
as may be agreed upon by the parties.

Metering Points

     5.02  Electric power and energy supplied and delivered under this
agreement shall be measured by suitable metering equipment provided, owned,
and maintained by Indianapolis Company at the metering point at hereinbelow
set forth; and at such other points, voltages, and ownership as may be
agreed upon by the parties; viz.:

          5.021  In respect of the Interconnection Point by 138,000-volt
     metering equipment installed at Hanna Substation.

Metering

     5.03  Suitable metering equipment at the metering points as provided
in Section 5.02 above shall include electric meters, potential and current
transformers, and such other appurtenances as shall be necessary to give for
each direction of flow the following quantities:  (1)  a continuous
automatic graphic record of both kilowatts and kilovars, (2) an automatic
record of the kilowatt-hours for each clock hour, and (3) a continuous
integrating record of the kilowatt-hours.

     5.04  Measurements of electric energy for the purpose of effecting
settlements under this agreement shall be made by standard types of electric
meters installed and maintained, unless otherwise provided for in this
agreement, by the owner at the metering points as provided under Section
5.02 above.  The timing devices of all meters having such devices shall be
maintained in time synchronism as closely as practicable.  The meters shall
be sealed and the seals shall be broken only upon occasions when the meters
are to be tested or adjusted.  For the purpose of checking the records of
the metering equipment installed by one of the parties as hereinabove
provided, the other party shall have the right to install check metering
equipment at the aforesaid metering points.  Metering equipment so installed
by one party on the premises of another party, unless otherwise provided for
in this agreement, shall be owned and maintained by the party installing
such equipment.  Upon termination of this agreement the party owning such
metering equipment shall remove it from the premises of the other party. 
Authorized representatives of both parties shall have access at all
reasonable hours to the premises where the meters are located and to the
records made by the meters.

     5.05  The aforesaid metering equipment shall be tested by the owner at
suitable intervals and its accuracy of registration maintained in accordance
with good practice.  On request of either party, a special test may be made
at the expense of the party requesting such special test.  Representatives
of both parties shall be afforded opportunity to be present at all routine
or special tests and upon occasions when any readings, for purposes of
settlements hereunder, are taken from meters not bearing an automatic
record.

     5.06  If at any test of metering equipment an inaccuracy shall be
disclosed exceeding two percent, the account between the parties for service
theretofore delivered shall be adjusted to correct for the inaccuracy
disclosed over the shorter of the following two periods:  (1) for the
thirty-day period immediately preceding the day of the test or (2) for the
period that such inaccuracy may be determined to have existed. Should the
metering equipment as provided for under Section 5.03 above at any time fail
to register, the electric power and energy delivered shall be determined
from the check meters, if installed, or otherwise shall be determined from
the best available data.


                             ARTICLE 6

                      RECORDS AND STATEMENTS

Records

     6.01  In addition to records of the metering provided for in Article 5
above, the parties shall keep in duplicate such other records as may be
needed to afford a clear history of the various deliveries of electric
energy made by one party to the other and of the clock-hour integrated
demands in kilowatt-hours delivered by one party to the other.  In
maintaining such records, the parties shall effect such segregations and
allocations of demands and electric energy delivered into classes
representing the various services and conditions as may be needed in
connection with settlements under this agreement.  The originals of all such
records shall be retained by the party keeping the records and the
duplicates shall be delivered monthly to the other party except as the
parties may agree upon a different time interval for such delivery.

Statements

     6.02  As promptly as practicable after the end of each calendar month,
the parties shall cause to be prepared a statement setting forth the
electric power and energy transactions between the parties during such month
in such detail and with such segregations as may be needed for operating
records or for settlements under the provisions of this agreement.


                             ARTICLE 7

                       BILLINGS AND PAYMENTS

     7.01  All bills for amounts owed by one party to the other shall be
due and payable on the fifteenth day of the month next following the monthly
or other period to which such bills are applicable, or on the tenth day
following receipt of bill, whichever date be later.  Interest on unpaid
amounts shall accrue at the rate of six per cent per annum from the date due
until the date upon which payment is made.  Unless otherwise agreed upon a
calendar month shall be the standard monthly period for the purposes of
settlements under this agreement.

                             ARTICLE 8

                        OPERATING COMMITTEE

     8.01  To coordinate the operation of their respective generating,
transmission, and substation facilities, in order that the advantages to be
derived hereunder may be realized by the parties to the fullest practicable
extent, the parties shall establish a committee of authorized 
representatives to be known as the Operating Committee.  Each of the parties
shall designate in writing delivered to the other party, the person who is
to act as its representative on said committee (and the person or persons
who may serve as alternate whenever such representative is unable to act). 
Such representative and alternate or alternates shall each be persons
familiar with the generating, transmission, and substation facilities of the
system of the party by which he has been so designated, and each shall be
fully authorized (1) to cooperate with the other representative (or
alternates) and (2) from time to time as the need arises, subject to the
declared intentions of the parties herein set forth and to the terms hereof
and the terms of any other agreements then in effect between the parties, to
determine and agree upon the following:

          8.011  All matter pertaining to the coordination of maintenance
     of the generating and transmission facilities of the parties.

          8.012  All matters pertaining to the control of time, frequency,
     energy flow, kilovar exchange, power factor, voltage, and other
     similar matters bearing upon the satisfactory synchronous operation of
     the systems of the parties.

          8.013  Such other matters not specifically provided for herein
     upon which cooperation, coordination, and agreement as to quantity,
     time, method, terms and conditions are necessary in order that the
     operation of the systems of the parties may be coordinated to the end
     that the potential savings will be realized to the fullest practicable
     extent that is agreed upon by the parties.

     8.02  For the purpose of inspection and reading of meters, checking of
records, and all other pertinent matters, said representatives and their
alternates shall have the right of entry to all property of the parties used
in connection with the performance of this agreement.


                             ARTICLE 9

                       CONTINUITY OF SERVICE

     9.01  Each party shall exercise due diligence and reasonable care and
foresight to maintain continuity of service in the delivery and receipt of
energy as provided under this agreement, but neither party shall be
considered to be in default in respect of any obligation hereunder if
prevented from fulfilling such obligation by reason of uncontrollable
forces.  The term uncontrollable forces shall be deemed for the purposes of
this agreement to mean earthquake, storm, lightning, flood, backwater caused
by flood, fire, epidemic, accident, failure of facilities, war, riot, civil
disturbances, strike, labor disturbances, restraint by court or public
authority, or other similar or dissimilar causes beyond the control of the
party affected which causes such party could not have avoided by exercise of
due diligence and reasonable care.  Any party unable to fulfill any
obligation by reason of uncontrollable forces shall exercise due diligence
to remove such disability with reasonable dispatch.


                            ARTICLE 10

                       DURATION OF AGREEMENT

     10.01  This agreement shall continue from the date hereof to the
expiration of a period of thirty consecutive years commencing upon the
Interconnection Date, as defined in this Section 10.01, and thereafter for
successive periods of one year unless and until terminated as provided for
in Section 10.02 below.  The Interconnection Date for purposes of this
agreement shall be the first day of the calendar month next following the
day, or on such day if it should be the first day of a calendar month, upon
which the systems of the parties are connected at the Interconnection Point
as provided for in Article 2 above.  As soon as practicable following the
establishment of such date in conformance with the foregoing, the parties,
as a matter of record, shall exchange letters setting forth their acceptance
thereof as said Interconnection Date.

     10.02  Either party upon at least thirty months' prior written notice
to the other may terminate this agreement at the expiration of said period
of thirty consecutive years or at the expiration of any successive period of
one year.


                            ARTICLE 11

                            ARBITRATION

     11.01  In the event of disagreement between the parties with respect
to (1) any matter herein specifically made subject to arbitration, (2) any
question of operating practice involved in the deliveries of power and
energy herein provided for, (3) any question of fact involved in the
application of the provisions of this agreement, or (4) the interpretation
of any provision of this agreement, the matter involved in the disagreement
shall, upon demand of either party, be submitted to arbitration in the
manner hereinafter provided.  An offer of such submission to arbitration
shall be a condition precedent to any right to institute proceedings at law
or in equity concerning such matter.

     11.02  The party calling for arbitration shall serve notice in writing
upon the other party, setting forth in detail the subject or subjects to be
arbitrated, and the parties thereupon shall endeavor to agree upon and
appoint one person to act as sole arbitrator.  If the parties fail so to
agree within a period of fifteen days from the receipt of the original
notice, the party calling for the arbitration shall, by written notice to
the other party, call for appointment of a board of arbitrators skilled with
respect to matters of the character involved in the disagreement, naming one
arbitrator in such notice.  The other party shall, within ten days after the
receipt of such call, appoint a second arbitrator, and the two so appointed
shall choose and appoint a third.  In case such other party fails to appoint
an arbitrator within said ten days, or in case the two so appointed fail for
ten days to agreed upon and appoint a third, the party calling for the
arbitration, upon five days' written notice delivered to the other party,
shall apply to the person who at the time shall be the senior Judge, in
point of service, of the United States District Court having jurisdiction at
Indianapolis, Indiana, for appointment of the second or third arbitrator, as
the case may be.

     11.03  The sole arbitrator, or the board of arbitrators, shall afford
adequate opportunity to the parties to present information with respect to
the question or questions submitted for arbitration and may request further
information from either or both parties.  The findings and award of the sole
arbitrator or of a majority of the board of arbitrators shall be final and
conclusive with respect to the question or questions submitted for
arbitration and shall be binding upon the parties, provided, that such
findings and award shall not in any way vary the expressed terms of this
agreement or in any way extend the expressed scope and intent hereof.  Each
party shall pay for the services and expenses of the arbitrator appointed by
or for it, if there be a board of arbitrators, and all other costs incurred
in connection with the arbitration shall be paid in equal parts by the
parties hereto, unless the award shall specify a different division of the
costs.


                            ARTICLE 12

                      REGULATORY AUTHORITIES

     12.01  This agreement is made subject to the jurisdiction of any
governmental authority or authorities having jurisdiction in the premises.


                            ARTICLE 13

                              WAIVERS

     13.01  Any waiver at any time by either party of its rights with
respect to a default under this agreement, or with respect to any other
matter arising in connection with this agreement, shall not be deemed a
waiver with respect to any subsequent default or matter.  Any delay, short
of the statutory period of limitation, in asserting or enforcing any right
under this agreement, shall not be deemed a waiver of such right.


                            ARTICLE 14

                            ASSIGNMENT

     14.01  This agreement shall inure to the benefit of and be binding
upon the successors and assigns of the respective parties.

     14.02  In Witness Whereof, the parties hereto have caused this
agreement to be executed by their duly authorized officers.

                                    INDIANAPOLIS POWER & LIGHT COMPANY



                                    By:  /s/ O.T. Fitzwater
                                        O.T. Fitzwater, President

ATTEST:


/s/ Ralph W. Husted
Ralph W. Husted, Secretary


                              INDIANA & MICHIGAN ELECTRIC COMPANY



                              By:  /s/ Philip Sporn 
                                 Philip Sporn, President


ATTEST:


/s/ M.P. McGlone
M.P. McGlone, Asst. Secretary
<PAGE>
                        SERVICE SCHEDULE A

                Firm Power to Indianapolis Company

         Under Agreement, dated December 30, 1960, between

              Indianapolis Power & Light Company and

                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company), and Indiana & Michigan Electric Company (Indiana Company) shall
become effective June 1, 1963 and shall continue in effect until May 31,
1973 and thereafter for successive periods of one year unless and until
terminated as provided for in this subsection 1.1.  Either party upon at
least thirty months' prior written notice may terminate this Service
Schedule on May 31, 1973 or at the expiration of any successive period of
one year thereafter.


SECTION 2 - FIRM POWER

     2.1  Indiana Company shall sell and deliver and Indianapolis Company
shall take and pay for, on the terms and conditions provided for under this
agreement, electric power (Firm Power ) and associated electric energy (Firm
Energy).  Throughout the duration of this Service Schedule, Indiana Company
shall stand ready at all times, subject to the provisions of this agreement,
to deliver to Indianapolis Company Firm Power and Firm Energy in any amount
desired by Indianapolis Company up to a maximum rate of delivery equal to
the Firm Contract Demand as defined in subsection 3.1 of this Service
Schedule.


SECTION 3 - DEFINITION OF BILLING FACTORS

     Firm Power Demand

     3.1  The following terms, wherever used in this Service Schedule,
shall have the following meanings:

          3.11  "Month" means Calendar Month.

          3.12  "Contract Year" means the period of twelve consecutive
     months beginning on June 1, 1963, or any succeeding anniversary date
     thereof and terminating the last day of any such period.

          3.13  "Firm Contract Demand" for any month means the figure in
     effect for such month as set forth below in this subsection 3.13:

                           Firm Contract Demand
                      Contract Year                     Kilowatts

     June 1, 1963 to May 31, 1964...................      50,000
     June 1, 1964 to May 31, 1965...................     100,000
     June 1, 1965 to May 31, 1966...................     150,000

          For each contract year following May 31, 1966, the firm contract
     demand will be the same as that of the preceding contract year,
     subject, however, to the following conditions:

          Indianapolis Company may, by giving Indiana Company notice in
     writing not less than thirty months prior to the fourth contract year
     or any succeeding contract year thereafter, establish the amount of
     the Firm Contract Demand for such year provided, however, that such
     Firm Contract Demand will in no event be less than 100,000 kilowatts
     nor more than 150,000 kilowatts.

     Firm Energy

     3.2  The number of kilowatt-hours of Firm Energy to be delivered to
Indianapolis Company and the time of delivery thereof, subject to the rate
of delivery limit specified in subsection 2.1 of this Service Schedule,
shall be scheduled by Indianapolis Company, and the number of kilowatt-hours
of such Firm Energy so scheduled during each clock-hour shall be recorded as
provided for in Article 6 of this agreement.  The aggregate number of
kilowatt-hours of Firm Energy so recorded for any month shall be used for
the purpose of effecting billings and payments under this Service Schedule
for such month.  Each of the parties shall exercise due diligence and
reasonable care and foresight in arranging for and operating their
respective power sources so that amounts of Firm Energy shall be delivered
and taken in accordance with such delivery schedules.


SECTION 4 - COMPENSATION

     4.1  Indianapolis Company shall pay Indiana Company each month for
services provided for under this Service Schedule upon the bases of the
billing factors determined for such month and as hereinbelow provided:

     Minimum Charge

     For services provided for under this Service Schedule, Indianapolis
Company shall pay Indiana Company a Minimum Charge each calendar month of
$3.48 per kilowatt of Firm Contract Demand.  Such additional charges to be
paid any month by Indianapolis Company to Indiana Company as provided for in
Section 5 of this Service Schedule are to be paid in addition to any charge
for such month as provided for in this Section 4.  In the event the bill
rendered to Indianapolis Company for any calendar month is subject to
decrease by an amount as provided for in said Section 5, any charge,
including the minimum charge, for such month determined as provided for in
this Section 4 shall be decreased by such amount.

     Energy Charges

          The charge for the total kilowatt-hours taken up to a
               quantity equal to 450 times the Firm Contract Demand is
               included in the Minimum Charge specified above.

          For the remaining kilowatt-hours taken, the
               charge per kilowatt-hour shall be............. 1.90 mills   
               

The charges provided for in this Section 4 shall be subject to adjustment in
accordance with the provisions of Section 5 of this Service Schedule.

     Firm Energy Account

     4.2  If, during any calendar month, the kilowatt-hours of Firm Energy
delivered by Indiana Company to Indianapolis Company under this Service
Schedule are less than the product of 450 hours and the Firm Contract
Demand, the number of kilowatt-hours of Firm Energy paid for by Indianapolis
Company for such month pursuant to subsection 4.1 above that were not
actually delivered to Indianapolis Company shall be set up in an account
(herein called Firm Energy Account) to the credit of Indianapolis Company. 
During any subsequent month that there is a balance of kilowatt-hours
remaining to the credit of Indianapolis Company in such Firm Energy Account
and the kilowatt-hours of Firm Energy delivered to Indianapolis Company for
such month are in excess of the product of 450 hours and the Firm Contract
Demand for such month, a quantity of kilowatt-hours equal to (1) such excess
kilowatt-hours or (2) the balance of kilowatt-hours remaining to the credit
of Indianapolis Company in the Firm Energy Account, whichever amount is the
smaller, shall be billed to Indianapolis Company at no charge therefor,
excepting such charges as are applicable thereto in accordance with Section
5 of this Service Schedule, and the Firm Energy Account shall be charged
with such number of kilowatt-hours so billed to Indianapolis Company.


SECTION 5 - ADDITIONAL CHARGES AND CREDITS

     5.1  The following terms, wherever used in this Service Schedule,
shall have the following meanings:

     5.11  Principal Stations - The steam-electric generating stations of
               Indiana Company known as Breed, Tanners Creek, and Twin
               Branch and any new principal steam-electric generating
               stations (exclusive of nuclear power stations) that may be
               placed in service by Indiana Company.

     5.12  Account No. 501.  Fuel - The production expense account of the
               Uniform System of Accounts prescribed for Public Utilities
               and Licensees by the Federal Power Commission as 
               prevailing during January, 1961.

     5.13  Weighted average Fuel Cost - The total of all the components of
               cost at all the Principal Stations chargeable to Account
               No. 501 Fuel during a specified period divided by the
               total millions of Btu in fuel charged to said account at
               all the Principal Stations during such period, expressed
               in cents per million Btu.

     5.14  Weighted average Fuel Consumption - The total Btu in fuel
               charged to Account No. 501 Fuel, at the Principal Stations 
               during a specified period divided by the total kilowatt-hour 
               net generation at all the Principal Stations during such
               period, expressed in Btu per kilowatthour.

     5.15  Accounts other than Fuel - All of the operating production
               expense accounts for Electric Generation-Steam Power of said
               Uniform System of Accounts other than Account No. 501 Fuel
               as prevailing during January 1961.

     5.16  Capability of Breed Station - The aggregate kilowatt-hours of
               net generation during a clock-hour period that the Breed
               Station is capable of generating at the time of the annual
               peak load of the Indiana Company system with all equipment
               operating at such station.

     5.17  Weighted average cost other than Fuel at Breed Station - The
               total of all the components of cost chargeable to the accounts
               other than Fuel specified in subsection 5.15 above at the
               Breed Station during a specified period divided by the
               product of (1) the Capability of the Breed Station during
               such period and (2) the number of months during such
               period, expressed in cents per kilowatt-month.

     5.2  The charges provided for in Section 4 of this Service Schedule
are based upon a weighted average fuel cost of twenty and one-half cents
($0.205) per million Btu at the Principal Stations.  In the event such
weighted average fuel cost for any month is above twenty and one-half cents
($0.205) per million Btu by at least one mill, an additional charge during
the next succeeding month shall be made on the kilowatt-hours of Firm Energy
actually delivered during such succeeding month at a rate of 0.0105 mills
per kilowatt-hour for each full mill increase in such weighted average fuel
cost above twenty and one-half cents ($0.205) per million Btu. In the event
such weighted average fuel cost for any month is less than twenty and
one-half cents ($0.205) per million Btu by at least one mill, the bill
rendered to Indianapolis Company for the next succeeding month shall be
decreased by an amount equal to the kilowatt-hours of Firm Energy actually
delivered during such succeeding month at a rate of 0.0105 mills per
kilowatt-hour for each full mill decrease in such weighted average fuel cost
below twenty and one-half cents ($0.205) per million Btu.  The said
adjustment factor of 0.0105 mills shall be subject to adjustment as provided
for in subsection 5.3 of this Service Schedule.

     5.3  The said adjustment factor of 0.0105 mills is based upon a
weighted average fuel consumption of 10,500 Btu per kilowatthour of net
generation.  In the event that improvements in the thermal efficiency of the
presently existing Principal Stations or the addition of any new Principal
Station bring about a reduction in the weighted average fuel consumption for
a period of twelve (12) consecutive months of at least 200 Btu below 10,500
Btu per kilowatthour, the adjustment factor of 0.0105 mills for the next
succeeding month shall be decreased 0.00019 mills for each full 200 Btu that
the weighted average fuel consumption so becomes lower than 10,500 Btu per
kilowatthour.

     5.4  If the weighted average cost other than fuel at Breed Station for
a period of twelve consecutive elapsed months is above 16.7 cents per
kilowatt-month by at least 0.5 cent, for each full 0.5 cent that such cost
is above 16.7 cents, the next succeeding month Indianapolis Company shall
pay 0.625 cent per kilowatt of Firm Contract Demand.  If the weighted
average cost other than fuel at Breed Station for a period of twelve
consecutive elapsed months is below 16.7 cents per kilowatt-month by at
least 0.5 cent, for each full 0.5 cent that such cost is below 16.7 cents,
the bill rendered to Indianapolis Company for the next succeeding month
shall be decreased by 0.625 cent per kilowatt of Firm Contract Demand.

SECTION 6 - BILLINGS AND PAYMENTS

     6.1  Billings and payments for the purposes of effecting settlements
under this Service Schedule shall be made in accordance with and subject to
the terms and conditions of Article 7 of this agreement.


SECTION 7 - TAXES

     7.1  It is expressly agreed and made a provision of this Service
Schedule that if at any time during the term hereof there should be levied
and/or assessed against Indiana Company any direct tax by any taxing
authority on the Firm Power and/or Firm Energy manufactured, generated,
produced, converted, sold, purchased, transmitted, interchanged, exchanged,
exported or imported by Indiana Company, in addition to or different from
the forms of such direct taxes now being levied and/or assessed against
Indiana Company, or any increase in the rate of such existing or future
direct taxes, which Indiana Company could demonstrate to be unduly
burdensome to it in the performance of the obligations herein provided, then
in such event, the parties shall endeavor to make such an agreement in
regard to sharing the burden created by such tax as appears to be equitable
and proper under the circumstances.


SECTION 8 - DEFERRAL OF EFFECTIVE DATE

     8.1  Notwithstanding any of the foregoing provisions of this Service
Schedule, in the event Indiana Company as of June 1, 1963, is unable to
provide 345,000-volt transmission line facilities suitable for connection to
Indianapolis Company's terminal facilities as Hanna Substation, as described
in Section 1.02 of Article 1 of this agreement, and sufficiently completed
to enable Indiana Company to supply over such facilities Firm Power service
as provided for in this Service Schedule, this Service Schedule shall not
become effective until June 1 next following the day, or on such day if it
should be June 1, that Indiana Company is so able to provide such 
345,000-volt transmission line facilities.  In the event that this Service
Schedule becomes effective after June 1, 1963, as provided for in this
subsection 8.1, it shall continue in effect from the date that it so becomes
effective to the expiration of a period of ten consecutive years and
thereafter for successive periods of one year unless and until terminated as
provided for in this subsection 8.1.  Either party upon at least thirty
months' prior written notice to the other may terminate this Service
Schedule at the expiration of said period of ten consecutive years or at the
expiration of any successive period of one year.
<PAGE>
                        SERVICE SCHEDULE B

                         EMERGENCY SERVICE

         Under Agreement, dated December 30, 1960, between

              Indianapolis Power & Light Company and

                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on the Interconnection Date as defined in Section 10.01 of
Article 10 of this agreement and shall continue in effect throughout the
duration of the agreement of which it is a part.


SECTION 2 - SERVICES TO BE RENDERED

     2.1  Subject to the provisions of subsection 2.2 of this Section 2, in
the event of a breakdown or other emergency in or on the system of either
party involving either sources of power or transmission facilities, or both,
impairing or jeopardizing the ability of the party suffering the emergency
to meet the loads of its system, the other party shall deliver to such party
electric energy in amounts up to and including 50,000 kilowatts which 50,000
kilowatts is hereby designated and herein called Emergency Capacity, and
shall also deliver any additional electric energy in excess of said amount
that it is requested to deliver; provided, however, that neither party shall
be obligated to deliver any part of such additional energy which, in its
sole judgment, it cannot deliver without interposing a hazard to or economic
burden upon its operations or without impairing or jeopardizing the other
load requirements of its system; and provided further, that neither party
shall be obligated to deliver electric energy in amounts up to and including
or in excess of said Emergency Capacity to the other for a period in excess
of forty-eight consecutive hours during any single emergency.

     2.2  The parties recognize that the delivery of electric energy up to
and including the Emergency Capacity as provided for in subsection 2.1 of
this Section 2 is subject to two  conditions which may preclude the delivery
of such energy as so provided:  (a) the system of a party may be suffering
an emergency in or on its own system as described in said subsection 2.1, or
(b) the system of a party may be delivering electric energy, under a mutual
emergency interchange agreement, to the system of another interconnected
company which is suffering an emergency in or on its system. Under
conditions as cited under (a) above, neither party shall be considered to be
in default hereunder if unable to comply with the provisions of said
subsection 2.1.  Under conditions as cited under (b) above, neither party
shall be considered to be in default hereunder if it is unable to comply
with the provisions of said subsection 2.1 provided that the aforesaid
interconnected company has suffered said emergency in or on its system prior
to and within forty-eight hours of that of the other party hereto and that,
if requested by said other party, such delivery of electric energy to said
interconnected company shall be discontinued within forty-eight hours
following the start of such delivery, and a subsequent delivery shall be
made for a full forty-eight hour period to said other party in accordance
with the provisions of said subsection 2.1.

     2.3  If at any time the record over a reasonable prior period shows
clearly that either of the parties has failed to deliver energy in
accordance with and subject to the provisions of subsection 2.1 and
subsection 2.2 of this Section 2, either party, by written notice given to
the other party, may call for a joint study by the parties of the reserve
generating capacity in and provided for their respective systems and of
their respective system transmission facilities affecting the supply and
delivery of power and energy under this agreement.  It shall be the purpose
of such study to determine the adequacy or inadequacy of reserve generating
capacity and transmission facilities being provided to meet the requirements
of the parties' respective systems, reflecting obligations under this
agreement, and, if inadequate, the extent of the burden that one party may
be placing upon the other.  If it should be found that one party is placing
an unreasonable burden upon the other, the party causing such burden shall
take such measures as are necessary to remove the burden from the other
party, or the parties shall enter into such arrangements as shall provide
for equitable compensation to the party being burdened.


SECTION 3 - COMPENSATION

     3.1  Electric energy delivered under Section 2 above shall be settled
for either by the return of equivalent energy or, at the option of the party
that supplied such energy, by payment of the out-of-pocket cost--such cost
being as of the delivery point or points, as provided for in Section 5.01 of
Article 5 of this agreement, taking into account electric losses incurred
from the source or sources of such energy to said delivery point or
points--to the supplying party of generating or supplying such energy plus
ten per cent of such cost.  If equivalent energy is returned, it shall be
returned at times when the load conditions of the party receiving it are
equivalent to the load conditions of such party at the time the energy for
which it is returned was delivered or, if such party elects to have
equivalent energy returned under different conditions, it shall be returned
in such amounts, to be agreed upon by the Operating Committee, as will
compensate for the difference in conditions.
<PAGE>
                        SERVICE SCHEDULE C

               COORDINATION OF SCHEDULED MAINTENANCE
                     OF GENERATING FACILITIES

         Under Agreement, dated December 30, 1960, between

              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on the Interconnection Date as defined in Section 10.01 of
Article 10 of this agreement and shall continue in effect throughout the
duration of the agreement of which it is a part.

SECTION 2 - SERVICES TO BE RENDERED

     2.1  In furtherance of the benefits to be realized by the parties by
coordinating to the extent practicable the scheduled maintenance, repair,
and overhaul of generating facilities in their respective systems and in
connection with such scheduled maintenance, repair, and overhaul of
generating facilities the parties shall arrange for, deliver, and take
electric power and energy in amounts and under conditions as follows; viz.:

               2.11  For purposes of this Service Schedule the full
          twelve months' period commencing on the Interconnection Date
          shall be the first Maintenance Period and each succeeding full
          twelve months' period that this Service Schedule is in effect
          shall be a Maintenance Period.  During each Maintenance Period,
          at different intervals  determined as provided for under
          subsection 2.12 below, each party shall have the right to call
          for and take delivery of not more than the total of 10,000,000
          kilowatt-hours from the other under this Service Schedule. 
          Delivery of such energy, subject to the provisions of this
          subsection 2.1, may be taken at such times and at such rates of
          take as the receiving party may elect up to a maximum rate of
          take of 25,000 kilowatts.

               2.12  The Operating Committee shall determine and agree
          upon the dates of the intervals referred to under subsection
          2.11 above during which Indianapolis Company shall deliver any
          such energy desired by or returnable to Indiana Company and,
          conversely, the dates of such intervals during which Indiana
          Company shall deliver any such energy desired by or returnable
          to Indianapolis Company.  Subject to the understanding
          hereinbelow cited, such intervals shall each consist of single
          periods of not less than seven consecutive calendar days, and
          the receiving party's right to call for and take not more than
          the aforesaid total of 10,000,000 kilowatt-hours during any
          Maintenance Period shall be restricted to not more than eight
          such intervals so agreed upon by the Operating Committee during
          such Maintenance Period.  It is understood that during any
          Maintenance Period each party shall have a total of sixty days
          during which it shall have the right to call for and take not
          more than said 10,000,000 kilowatt-hours from the other under
          this Service Schedule.

               2.13  On the day next preceding the first day of an
          interval as described under 2.12 above and on each day of such
          interval excepting the last day, at a time determined to be
          practicable by the Operating Committee, the receiving party
          shall furnish the other a load schedule for the next calendar
          day, or for such other twenty-four hour period or periods as may
          be agreed upon by the Operating Committee.  Such load schedules
          shall show for each clock hour the quantity of energy that the
          receiving party expects to take from the other at the delivery
          point or points, as provided for in Section 5.01 of this
          agreement.


SECTION 3 - ANNUAL SETTLEMENT

     3.1  It is expected that during a full Maintenance Period one party
shall, to the extent practicable, take from the other party the same number
of kilowatt-hours, up to the aforesaid 10,000,000 kilowatt-hours specified
in Section 2 of this Service Schedule, that such other party has delivered
pursuant to said Section 2.  If, however, the total kilowatt-hours received
by one party during a full Maintenance Period, pursuant to said Section 2,
is greater than the total kilowatt-hours delivered by such party during such
period and pursuant to said Section 2, the parties shall (1), subject to
their mutual agreement, effect the arrangements provided for in subsection
3.11 below or (2), subject to their mutual agreement, effect a combination
of the arrangements provided for in subsection 3.11 below and a cash
settlement as provided for in subsection 3.12 below or (3) effect a cash
settlement as provided for in subsection 3.12 below.

          3.11  The Operating Committee shall arrange, if the parties
     mutually agree that it shall be so arranged, for the delivery of all
     or any part of the kilowatt-hour difference between the total
     kilowatt-hours received and delivered by one party during a full
     Maintenance Period, pursuant to Section 2 of this Service Schedule. 
     Such delivery, to be made by the party receiving such kilowatt-hour
     difference to the other party, shall be made during the next following
     Maintenance Period at intervals thereof and in amounts and at rates of
     delivery to be determined and agreed upon by the Operating Committee,
     but such delivery shall be excluded from all accounting under this
     Service Schedule with respect to such following Maintenance Period.

          3.12  For the kilowatt-hour difference, or any part thereof if
     the parties mutually agree to effect a cash settlement for only such
     part, between the total kilowatt-hours received and delivered by one
     party during a full Maintenance Period, pursuant to Section 2 of this
     Service Schedule, the party receiving such kilowatt-hour difference
     shall pay the other party at a rate per kilowatt-hour determined by
     dividing (1), one hundred and ten per cent of the aggregate
     out-of-pocket cost--such cost being as of the delivery point or
     points, as provided for in Section 5.01 of Article 5 of this
     agreement, taking into account electrical losses incurred from the
     source or sources of such energy to said delivery point or
     points--experienced by the systems of both parties in generating or
     supplying the aggregate kilowatt-hours delivered during and applicable
     to such Maintenance Period, pursuant to Section 2 of this Service
     Schedule, by (2), the number of such aggregate kilowatt-hours.


SECTION 4 - MODIFICATION

     4.1  Each party, by written notice given to the other party not less
than ninety days prior to the end of the second or any subsequent 
Maintenance Period, may call for a reconsideration of the terms and
conditions of this Service Schedule, provided that there shall be no such
reconsideration during the first Maintenance Period and no more than one
such reconsideration during the second Maintenance Period, and that no
subsequent reconsideration shall be made sooner than two years following any
previous reconsideration.  If such reconsideration is called for, there
shall be taken into account any changed conditions, any results from the
application of said terms and conditions not foreseen or reasonably
foreseeable as of the day first above written or as of the day of conclusion
of the next previous reconsideration, if any, and any other factors which
might cause said terms and conditions to result in any inequitable division
of the benefits of interconnected operation or in an inadequate realization
of such benefits.  Any modification in terms and conditions agreed to
between the parties following such reconsideration shall become effective at
the beginning of the Maintenance Period next following the aforesaid
ninety-day notice period.
<PAGE>
                        SERVICE SCHEDULE D

                          ENERGY TRANSFER

         Under Agreement, dated December 30, 1960, between

              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on the Interconnection Date as defined in Section 10.01 of
Article 10 of this agreement and shall continue in effect throughout the
duration of the agreement of which it is a part.


SECTION 2 - TRANSFER ARRANGEMENT

     2.1  In carrying out the interconnected operation of their respective
systems as provided for under this agreement, energy being received by a
portion of one party's system from another portion of its system or from the
system of another interconnected company, or energy being delivered by a
portion of one party's system to another portion of its system or to the
system of another interconnected company, may flow over the transmission
facilities of the other party as a natural result of the physical and
electrical characteristics of the interconnected network of transmission
lines of which the transmission systems of the parties are a part.  Such
flow of energy may occur during periods when conditions of system operation
are normal or may occur during periods of emergency caused by the failure of
either sources of power or transmission facilities, or both.  In respect to
such flow of energy (hereinafter called "energy transfer") the parties
agreed as follows; viz.:

          2.11  Such energy transfer over their respective facilities
     shall be permitted when such transfer occurs; subject, however, to the
     understanding that such energy transfer shall not be of such magnitude
     or duration as to affect adversely or jeopardize the ability of the
     party over whose system such energy transfer occurs to render proper
     service to its customers, and to render or accept service to or from
     companies with which it now has or at any time hereafter it may have
     contractual arrangements to furnish, take, or interchange power or
     energy, or both.

          2.12  The parties recognize that in carrying out the provisions
     of this Service Schedule, the above described energy transfer, either
     during periods when conditions of system operation are normal or
     during periods of emergency, or both, may eventually require the
     installation of additional transmission facilities in order that such
     energy transfer may be properly controlled to the end that the ability
     of the party over whose system such energy transfer occurs is not
     affected adversely or jeopardized in meeting its own requirements as
     described under 2.11 above.  In the event the need for such additional
     transmission facilities become apparent to either of the parties
     during the duration of this Service Schedule, upon written notice
     given by either party to the other party and as soon as practicable
     following such notice, the parties shall jointly re-examine conditions
     relating to energy transfer.  In such re-examination, if called for,
     the parties shall agree upon such additional transmission facilities
     as may be required to be installed, if any, and upon an equitable
     basis for bearing the cost of installing, maintaining and operating
     such facilities, if installed.


SECTION 3 - POWER AND ENERGY ACCOUNTING

     3.1  The parties recognize that energy transfer as described under
Section 2 of this Service Schedule, except for such amounts of electrical
losses as may be incurred because of such energy transfer, is the 
simultaneous acceptance and delivery of like amounts of power and energy by
and from the system of the party over whose system such energy transfer
occurs.  Power and energy associated with energy transfer, including
electrical losses associated therewith, shall be accounted for each
clock-hour as provided for under Article 6 of this agreement. Proper
consideration to such electrical losses will be in accordance with the
manner agreed upon by the Operating Committee.  It is understood by the
parties, however, that such electrical losses resulting from energy
transfer, to be taken as losses over and above the losses prevailing under
basic conditions agreed upon by the parties, shall be supplied 
simultaneously by the party for whom such energy transfer is being made. 
The parties have agreed that initially such basic conditions will be
established as those that exist when the scheduled net delivery between the
systems of the parties, and between their respective systems and the systems
of other interconnected companies, is zero kilowatts.  It is further
understood that, from time to time, conditions may require the establishment
of different basic conditions for such purpose.  Either party by written
notice given to the other party may call for a prompt re-examination and
reconsideration of matters pertinent to the establishment of said basic
conditions, whenever such re-examination appears to be warranted, and the
parties will thereupon agree to effect such changes in the basic conditions,
if any, that will equitably compensate the parties for such losses.  A
statement to be prepared by the parties at the end of each calendar month
shall include in detail the amounts of energy delivered and received by the
parties that are associated with energy transfer and the amounts of
electrical losses associated therewith.

<PAGE>
                        SERVICE SCHEDULE E

                         INTERCHANGE POWER

         Under Agreement, dated December 30, 1960, between

              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on the Interconnection Date as defined in Section 10.01 of
Article 10 of this agreement and shall continue in effect throughout the
duration of the agreement of which it is a part.


SECTION 2 - SERVICES TO BE RENDERED

     Economy Energy

     2.1  It is recognized that from time to time each of the parties may
have electric energy (herein called Economy Energy) available from surplus
capacity either on its own system or from sources outside its own system, or
both, and that Economy Energy could be supplied to the other party at a cost
that would result in operating savings to such other party.  Such operating
savings would result from the displacement of electric energy that otherwise
would be supplied from capacity either on such other party's system or from
sources outside its own system, or both.  To promote the economy of electric
power supply and to achieve efficient utilization of production capacity,
either party, whenever it in its own judgment determines Economy Energy is
available, may, but shall not be obligated to, offer Economy Energy to the
other party.  Promptly upon receipt of any such offer said other party shall
notify the offering party of the extent to which it desires to use such
Economy Energy, and schedules providing the periods and extent of use shall
be agreed upon.

     Non-Displacement Energy

     2.2  It is further recognized that from time to time occasions will
arise when the effecting of transactions as provided under subsection 2.1
next above will be impracticable, but at the same time one of the parties
may have electric energy (herein called Non-Displacement Energy) which it is
willing to make available from surplus capacity either on its own system or
from sources outside its own system, or both, that can be utilized
advantageously for short intervals by the other party.  It shall be the
responsibility of the party desiring the receipt of Non-Displacement Energy
to initiate the receipt and delivery of such energy.  The party desiring
such receipt of energy shall inform the other party of the extent to which
it desires to use Non-Displacement Energy, and, when ever in its own
judgment such other party determines that it has Non-Displacement Energy
available, schedules providing the periods and extent of use shall be
mutually agreed upon.  Neither party shall be obligated to make any
Non-Displacement Energy available to the other.

SECTION 3 - COMPENSATION

     Economy Energy

     3.1  Economy Energy supplied hereunder shall be considered as
displacing electric energy that otherwise would have been generated by the
receiving party at its own steam-electric generating stations or any
electric energy from third parties mutually agreed to be subject to
displacement hereunder.  Economy Energy shall be settled for at rates which
shall be predicated upon the principle that savings in operating costs to
the systems of the parties resulting from the use of Economy Energy shall be
divided between the parties as equally as is practicable.  Prior to any
transaction involving the delivery and receipt of Economy Energy, authorized
representatives of the parties shall determine and agree upon the 
compensation applicable to such transaction.  Compensation so agreed upon
shall not be subject to later review or adjustment.

     Non-Displacement Energy

     3.2  Non-Displacement Energy delivered hereunder shall be settled for
either by the return of equivalent energy or, at the option of the party
that supplied such energy, by payment of the out-of-pocket cost--such cost
being as of the delivery point or points, as provided for in Section 5.01 of
Article 5 of this agreement, taking into account electrical losses incurred
from the source or sources of such energy to said delivery point or
points--to the supplying party of generating or supplying such energy plus
ten per cent of such cost.  If equivalent energy is returned, it shall be
returned at times when the load conditions of the party receiving it are
equivalent to the load conditions of such party at the time the energy for
which it is returned was delivered or, if such party elects to have
equivalent energy returned under different conditions, it shall be returned
in such amounts, to be agreed upon by the Operating Committee, as will
compensate for the difference in conditions.

<PAGE>
                        SERVICE SCHEDULE F

                         SHORT TERM POWER

         Under Agreement, dated December 30, 1960, between

              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on the Interconnection Date as defined in Section 10.01 of
Article 10 of this agreement and shall continue in effect throughout the
duration of the agreement of which it is a part.


SECTION 2 - SERVICES TO BE RENDERED

     2.1  Either party by giving the other party notice may reserve for
periods of not less than one week, i.e., any specified period of seven
consecutive days, such electric power (herein called Short Term Power) as
the other party may at such time have and is willing to make available as
Short Term Power.  The party asked to supply Short Term Power shall be the
sole judge as to the amounts and periods that its has electric power
available that may be reserved by the other party as Short Term Power.

          2.11  To reserve Short Term Power, the party desiring such power
     shall specify in its notice to the other party the number of kilowatts
     and the period for which it desires to so reserve such power and the
     desired schedule of delivery of the power so reserved.  The party
     receiving such notice, in a prompt acknowledgment shall signify the
     extent of its ability and willingness to comply with the provisions of
     such notice.  Any notice or any acknowledgment of such notice that may
     be given orally initially, if requested by either party, shall be
     confirmed in writing and such confirmation shall be forwarded not
     later than the third day following the day such oral notice is given.

          2.12  During the period that Short Term Power has been reserved
     as above provided, the party having agreed to supply such power shall
     deliver electric energy (herein called Short Term Energy) to the other
     party at the delivery point or points, as provided for in Section 5.01
     of Article 5 of this agreement, upon call and in amounts up to the
     number of kilowatts reserved.  However, in the event conditions arise
     during such period which could not have been reasonably foreseen at
     the time said power was reserved and such conditions would cause the
     delivery of Short Term Energy to be burdensome to the supplying party,
     said party has the right to request the other party to reduce its take
     of such energy to any amount specified and for any portion of such
     period.  The party so requested shall promptly comply with the request
     of the other party.

          2.13  The Short Term Power billing demand for any week shall be
     taken as equal to the number of kilowatts reserved for such week as
     Short Term Power.


SECTION 3 - COMPENSATION

     3.1  Payments for the supply of Short Term Power and Short Term Energy
shall be predicated upon the following rates:

          3.11  Demand Charge

          For the billing demand for each week at the rate of $0.30 per
     kilowatt for such week.  In the event the amount of Short Term Energy
     taken is reduced upon request of the supplying party, the demand
     charge for the week during which such reduction is made shall be
     reduced by $0.06 per kilowatt of reduction for each day during which
     any reduction is in effect.

          3.12  Energy Charge

          For the kilowatt-hours of Short Term Energy taken, at a rate per
     kilowatt-hour equal to the out-of-pocket cost--such cost being as of
     the delivery point or points, as provided for in Section 5.01 of
     Article 5 of this agreement, taking into account electrical losses
     incurred from the source or sources of such energy to said delivery
     point or points--to the supplying party of generating or supplying
     such energy plus ten per cent of such cost.
<PAGE>
                        Modification No. 1

                                to

                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960

                              between

                INDIANAPOLIS POWER & LIGHT COMPANY

                                and

                INDIANA & MICHIGAN ELECTRIC COMPANY


                           _____________



                      Dated November 14, 1963
<PAGE>
     THIS AGREEMENT, made and entered into as of the 14th day of November,
1963, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis Company), an
Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY (Indiana
Company) also an Indiana corporation,

                            WITNESSETH,

                               THAT,

     WHEREAS, Indianapolis Company and Indiana Company entered into an
interconnection agreement, dated December 30, 1960, (herein called 1960
Agreement); and

     WHEREAS, the parties desire to modify the 1960 Agreement, as 
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agreed as follows:

     SECTION 1.  Section 3.03 of Article 3 of the 1960 Agreement is hereby
modified to read:

          "3.03  The following service schedules are agreed to and hereby
     made a part of this agreement:

          Service Schedule A - Firm Power to Indianapolis Company
          Service Schedule B - Emergency Service
          Service Schedule C - Coordination of Scheduled Maintenance of 
                                 Generating Facilities
          Service Schedule D - Energy Transfer
          Service Schedule E - Interchange Power
          Service Schedule F - Short Term Power
          Service Schedule G - Interim Power to Indianapolis Company"

Service Schedule G is attached hereto as the Appendix.

     SECTION 2.  This agreement shall be effective as of the day and year
first above written and shall remain in effect until the termination of the
1960 Agreement.

     SECTION 3.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     SECTION 4.  This agreement is made subject to the jurisdiction of any
governmental authority or authorities having jurisdiction in the premises.

     SECTION 5.  This agreement shall inure to the benefit of and be
binding upon the successors and assigns of the respective parties.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                         INDIANAPOLIS POWER & LIGHT COMPANY


                         By  /s/ Ottis T. Fitzwater
                         Ottis F. Fitzwater, President

Attest:


/s/ Ralph W. Husted
Ralph W. Husted, Secretary


                         INDIANA & MICHIGAN ELECTRIC COMPANY


                         By  /s/ Donald C. Cook
                         Donald C. Cook, President

Attest:


/s/ M.P. McGloone
M.P. McGloone, Assistant Secretary
<PAGE>
                             APPENDIX

                        SERVICE SCHEDULE G

               INTERIM POWER TO INDIANAPOLIS COMPANY

         Under Agreement, dated December 30, 1960, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company), and Indiana & Michigan Electric Company (Indiana Company), made
and entered into as of the 14th day of November, 1963, shall continue in
effect throughout the duration of the agreement of which it is a part.


SECTION 2 - INTERIM POWER

     2.1  Indiana Company shall sell and deliver and Indianapolis Company
shall take and pay for, on the terms and conditions provided for under this
agreement, electric power (Interim Power) and associated electric energy
(Interim Energy).  Throughout the duration of this Service Schedule, Indiana
Company shall stand ready at any time, subject to the provisions of this
agreement, to deliver to Indianapolis Company Interim Power and Interim
Energy in any amount desired by Indianapolis Company up to a maximum rate of
delivery equal to the Interim Contract Demand, as defined in subsection 3.1
of this Service Schedule, in effect at such time.


SECTION 3 - DEFINITION OF BILLING FACTORS

     Interim Power Demand

     3.1  The following terms, wherever used in this Service Schedule,
shall have the following meanings:

          3.11  "Month" means calendar month.

          3.12  "Contract Period" means any period of consecutive months
     so designated and agreed upon by the parties for the purposes of this
     Service Schedule.  The initial period so designated and agreed upon
     shall begin June 1, 1966 and terminate October 31, 1966.

          3.13  "Interim Contract Demand" for any month means the kilowatt
     demand figure in effect for such month which has been so designated
     and agreed upon by the parties for the purposes of this Service
     Schedule.  The initial demand figure so designated and agreed upon
     shall be 80,000 kilowatts and shall be in effect from June 1, 1966
     until October 31, 1966.

     Interim Energy

     3.2  The number of kilowatt-hours of Interim Energy to be delivered to
Indianapolis Company and the time of delivery thereof, subject to the rate
of delivery limit specified in subsection 2.1 of this Service Schedule,
shall be scheduled by Indianapolis Company, and the number of kilowatt-hours
of such Interim Energy so scheduled during each clock-hour shall be recorded
as provided for in Article 6 of this Agreement.  The aggregate number of
kilowatt-hours of Interim Energy so recorded for any month shall be used for
the purpose of effecting billings and payments under this Service Schedule
for such month.  Each of the parties shall exercise due diligence and
reasonable care and foresight in arranging for and operating their
respective power sources so that amounts of Interim Energy shall be
delivered and taken in accordance with such delivery schedules.

SECTION 4 - COMPENSATION

     4.1  Indianapolis Company shall pay Indiana Company each month for
services provided for under this Service Schedule upon the bases of the
billing factors determined for such month and as hereinbelow provided:

     Minimum Charge

     For services provided for under this Service Schedule, Indianapolis
Company shall pay Indiana Company a Minimum Charge each calendar month of
$1.56 per kilowatt of Interim Contract Demand.

     Energy Charges

          The charge for the total kilowatt-hours taken up to a 
            quantity equal to 100 times the Interim Contract
            Demand is included in the Minimum Charge specified above.

          For the remaining kilowatt-hours taken, the charge per
            kilowatt-hour shall be ...........................2.00 mills

     Interim Energy Account

     4.2  If, during any calendar month, the kilowatt-hours ofInterim
Energy delivered by Indiana Company to Indianapolis Company under this
Service Schedule are less than the product of 100 hours and the Interim
Contract Demand, the number of kilowatt-hours of Interim Energy paid for by
Indianapolis Company for such month pursuant to subsection 4.1 above that
were not actually delivered to Indianapolis Company shall be set up in an
account (herein called Interim Energy Account) to the credit of Indianapolis
Company.  During any subsequent month that there is a balance of 
kilowatt-hours remaining to the credit of Indianapolis Company in such
Interim Energy Account and the kilowatt-hours of Interim Energy delivered to
Indianapolis Company for such month are in excess of the product of 100
hours and the Interim Contract Demand for such month, a quantity of
kilowatt-hours equal to (1) such excess kilowatt-hours or (2) the balance of
kilowatt-hours remaining to the credit of Indianapolis Company in the
Interim Energy Account, whichever amount is the smaller, shall be billed to
Indianapolis Company at no charge therefor, and the Interim Energy Account
shall be charged with such number of kilowatt-hours so billed to
Indianapolis Company.


SECTION 5 - MODIFICATION

     5.1  The following terms wherever used in this Service Schedule shall
have the following meanings:

          5.11  Principal Stations - The steam-electric generating
     stations of Indiana Company known as Breed, Tanners Creek, and Twin
     Branch and any new principal steam-electric generating stations
     (exclusive of nuclear power stations) that may be placed in service by
     Indiana Company.

          5.12  Account No. 501 Fuel - The production expense account of
     the Uniform System of Accounts prescribed for Public Utilities and
     Licensees by the Federal Power Commission as prevailing during
     January, 1961.

          5.13  Weighted average Fuel Cost - The total of all the 
     components of cost at all the Principal Stations chargeable to Account
     No. 501 Fuel during a specified period divided by the total millions
     of Btu in fuel charged to said account at all the Principal Stations
     during such period, expressed in cents per million Btu.

          5.14  Weighted average Fuel Consumption - The total Btu in fuel
     charged to Account No. 501 Fuel, at the Principal Stations during a
     specified period divided by the total kilowatt-hour net generation at
     all the Principal Stations during such period, expressed in Btu per
     kilowatt-hour.

     5.2  If, at any time during the term hereof, should the weighted
average fuel cost exceed twenty-two and one-half cents ($0.225) per million
Btu, then in such event the charges provided for in Section 4 of this
Service Schedule shall be appropriately modified so as to compensate Indiana
Company for such weighted average fuel cost in excess of twenty and one-half
cents ($0.205) per million Btu.  Determination of the appropriate 
modification in charges shall take into account changes in weighted average
fuel consumption.


SECTION 6 - BILLINGS AND PAYMENTS

     6.1  Billings and payments for the purposes of effecting settlements
under this Service Schedule shall be made in accordance with and subject to
the terms and conditions of Article 7 of this agreement.
<PAGE>
                        Modification No. 2

                                to

                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960

                              between

                INDIANAPOLIS POWER & LIGHT COMPANY

                                and

                INDIANA & MICHIGAN ELECTRIC COMPANY


                            ___________


                       Dated August 1, 1967
<PAGE>
                             CONTENTS


SECTION                                                        
PAGE

     Preamble-------------------------------------------------   1

1.   Interconnections-----------------------------------------   1

2.   Interconnected Operation---------------------------------   2

3.   Services-------------------------------------------------   2

4.   Delivery Points------------------------------------------   3

5.   Metering-------------------------------------------------   3

6.   Other Terms and Conditions-------------------------------   3

7.   Regulatory Authorities-----------------------------------   3

8.   Assignment-----------------------------------------------   3

APPENDIX                                                         
 I.  Service Schedule H - Petersburg--------------------------   5
     Power to Indiana Company

II.  Facilities Schedule - Description------------------------   9
     of Transmission Line and Station
     Facilities Provided and to be
     Provided by Indiana Company and
     Indianapolis Company
<PAGE>
     THIS AGREEMENT, made and entered into as of the 1st day of August,
1967, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis Company), an
Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY (Indiana
Company) also an Indiana corporation,

                            WITNESSETH,

                               THAT:

     WHEREAS, Indianapolis Company and Indiana Company entered into an
interconnection agreement, dated December 30, 1960, (herein called 1960
Agreement); and

     WHEREAS, by agreement dated November 14, 1963, the parties entered
into Modification No. 1 to the 1960 Agreement (Modification No. 1); and

     WHEREAS, the parties have studied their respective load and generating
capacity situations and so as to more effectively adapt the provisions of
the 1960 Agreement to future load and capacity situations have reached
certain understandings with respect to further modification of the 1960
Agreement; and

     WHEREAS, in view of such understandings, the parties desire that the
1960 Agreement as modified by Modification No. 1 be further modified as
hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein set forth, the parties agree as follows:

     SECTION 1.  Interconnections.  Article 1 of the 1960 Agreement is
hereby modified to read:

                            "ARTICLE 1

                         INTERCONNECTIONS

     1.01  The respective systems of the parties shall be interconnected at
the interconnection points hereinbelow defined and as hereinafter provided
for in this Article 1.  In furtherance thereof, the parties shall own and
provide the transmission facilities in their systems, i.e., transmission
lines and essential terminal equipment, as described in the Facilities
Schedule attached hereto as Appendix II and made a part of this agreement. 
The interconnections to be so provided shall be at the points hereinbelow
set forth; viz.:  (Reference to any line, station, or substation in this
Article 1 is consistent with the designation for any such line, station, or
substation set forth in the Facilities Schedule.)

          1.011  Hanna Interconnection Point, the point at Indianapolis
     Company's Hanna Substation where the terminal facilities provided
     therefor by Indianapolis Company shall connect to Indiana Company's
     Tanner's Creek-Hanna-De Soto Line.

          1.012  Breed Interconnection Point, the point at Indiana
     Company's Breed Station where the terminal facilities provided
     therefor by Indiana Company shall connect to Indianapolis Company's
     Petersburg-Breed Line.

     SECTION 2.  Interconnected Operation.  Section 2.01 of Article 2 of
the 1960 Agreement is hereby modified to read:

          "2.01  The systems of the parties, subject to the provisions of
this Section 2.01, shall be operated in continuous synchronism through the
interconnected facilities used to establish the Hanna and Breed 
Interconnection Points.  If synchronous operation of the systems through a
particular line becomes interrupted either manually or automatically because
of reasons beyond the control of either party or because of scheduled
maintenance that has been agreed to by both parties, the parties shall
cooperate so as to remove the cause of such interruption as soon as
practicable and restore such line to normal operating condition. Neither
party shall be responsible to the other party for any damage or loss of
revenue caused by any such interruption."

     SECTION 3.  Services.  Section 3.03 of Article 3 of the 1960 Agreement
is hereby modified to read:

          "3.03  The following service schedules are agreed to and hereby
     made a part of this agreement:

          Service Schedule A - Firm Power to Indianapolis Company
          Service Schedule B - Emergency Service
          Service Schedule C - Coordination of Scheduled Maintenance of 
                                 Generating Facilities
          Service Schedule D - Energy Transfer
          Service Schedule E - Interchange Power
          Service Schedule F - Short Term Power
          Service Schedule G - Interim Power to Indianapolis Company
          Service Schedule H - Petersburg Power to Indiana Company."

Service Schedule H is attached hereto as Appendix I.

     SECTION 4.  Delivery Points.  Section 5.01 of Article 5 of the 1960
Agreement is hereby modified to read:

          "5.01  All electric energy delivered under this agreement shall
     be of the character commonly known as three-phase sixty-cycle energy,
     and shall be delivered at the nominal unregulated voltage designated
     for the interconnection points as defined under Article 1 above and at
     such other points and voltages as may be agreed upon by the parties."

     SECTION 5.  Metering.  Section 5.02 of Article 5 of the 1960 Agreement
is hereby modified to read:

          "5.02  Electric power and energy supplied and delivered under
     this agreement shall be measured by suitable metering equipment
     provided, owned, and, maintained by the owner at the metering points
     as hereinbelow set forth and at such other points as may be agreed
     upon by the parties; viz.:

               5.021  In respect of the Hanna Interconnection Point by
          138,000-volt metering equipment owned by Indianapolis Company
          and installed at Indianapolis Company's Hanna Substation,
          provided, however, that such metering equipment will be replaced
          by 345,000-volt metering equipment on and after the date
          provided for in subsection 5.1 of Appendix II.

               5.022  In respect of the Breed Interconnection Point by
          345,000-volt metering equipment owned by Indiana Company and
          installed at Indiana Company's Breed Station.

     SECTION 6.  Other Terms and Conditions.  Except as hereinabove
modified and amended, the terms and conditions of the 1960 Agreement and
Modification No. 1 shall remain in full force and effect.

     SECTION 7.  Regulatory Authorities.  This agreement is made subject to
the jurisdiction of any governmental authority or authorities having
jurisdiction in the premises.

     SECTION 8.  Assignment.  This agreement shall inure to the benefit of
and be binding upon the successors and assigns of the respective parties.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY

                    By  /s/ O.T. Fitzwater
                       O.T. Fitzwater
                       Chairman of the Board

Attest:


/s/ Ralph W. Husted
Ralph W. Husted
Secretary

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By  /s/ Donald C. Cook
                        Donald C. Cook, President

Attest:


/s/ M.P. McGlone
M.P. McGlone
Assistant Secretary
<PAGE>
                                            Appendix I

                        SERVICE SCHEDULE H

                PETERSBURG POWER TO INDIANA COMPANY

         Under Agreement, dated December 30, 1960, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company), and Indiana & Michigan Electric Company (Indiana Company), made
and entered into as of the 1st day of August, 1967, shall become effective
on the day herein defined as Petersburg Unit No. 2 Commercial Date, and
shall continue in effect until April 30, 1971.


SECTION 2 - PETERSBURG POWER

     2.1  Indianapolis Company shall sell and deliver and Indiana Company
shall take and pay for, on the terms and conditions provided for under this
agreement, electric power (Petersburg Power) and associated electric energy
(Petersburg Energy).  Throughout the duration of this Service Schedule,
Indianapolis Company shall stand ready, subject to the provisions of this
agreement, to deliver to Indiana Company Petersburg Power and Petersburg
Energy in any amount desired by Indiana Company up to a maximum rate of
delivery equal to the Petersburg Entitlement as defined in subsection 3.16
of this Service Schedule.

SECTION 3 - DEFINITIONS

     3.1  The following terms when used herein shall have the meanings
specified:

          3.11  "Petersburg Unit No. 2" means the second steam-electric
     generating unit which is to be placed in service at Petersburg
     Station.

          3.12  "Petersburg Unit No. 2 Nominal Rating" means the net
     capability designated for such unit by the manufacturer, i.e., 450,000
     kilowatts.

          3.13  "Petersburg Unit No. 2 Predicted Capability" at any time
     means the net capability of such unit determined by such methods and
     procedures as may be mutually agreed upon.

          3.14  "Petersburg Unit No. 2 Capability Ratio" at any time means
     the ratio of Petersburg Unit No. 2 Predicted Capability at such time
     to Petersburg Unit No. 2 Nominal Rating.

          3.15  "Petersburg Contract Demand" means 200,000 kilowatts.

          3.16  "Petersburg Entitlement" at any time means the lesser of
     either 200,000 kilowatts or the product of the Petersburg Unit No. 2
     Capability Ratio at such time and 200,000 kilowatts.  The term defined
     in this subsection 3.16 and the conditions for the supply of 
     Petersburg Power as set forth in subsection 2.1 shall be understood to
     mean that Indianapolis Company is obligated to supply Petersburg Power
     in amounts up to and including 200,000 kilowatts and associated energy
     upon request of Indiana Company at any time that the Petersburg Unit
     No. 2 net capability is not less than 450,000 kilowatts. Whenever the
     capability of such unit is reduced by forced or scheduled outages of
     components, or some other bonafide reason, the obligation of 
     Indianapolis Company to supply and of Indiana Company to take
     Petersburg Power will be reduced in the same percentage as the
     percentage reduction in capability.  Accordingly, whenever such unit
     is not in operation due to forced or scheduled outages there will be
     no obligation to supply or to take Petersburg Power.

          3.17  "Month" means calendar month.

          3.18  "Petersburg Unit No. 2 Commercial Date" means the first
     day of the following month, or on such day if it should be the first
     day of a month, that both Petersburg Unit No. 2 and the transmission
     facilities described in subsections 4.11, 4.13 and 4.15 of the
     Facilities Schedule (Appendix II) are available for commercial
     operation.

          3.19  "Contract Period" means the period from Petersburg Unit
     No. 2 Commercial Date to April 30, 1971 inclusive.


SECTION 4 - PETERSBURG STATION OPERATION AND MAINTENANCE

     4.1  Indianapolis Company shall operate and maintain Petersburg
Station in a manner consistent with safe, prudent, and efficient operating
practice so that the availability to Indiana Company of power and associated
energy from Petersburg Unit No. 2 will be at the highest practicable level
attainable throughout the Contract Period.  Also, throughout such period,
Indianapolis Company and Indiana Company shall coordinate the scheduled
maintenance of their respective generating facilities and will develop
specific plans for the coordination of maintenance covering units at the
Petersburg, Breed, and Tanners Creek Stations.  Schedule maintenance outage
time of Petersburg Unit No. 2 will be held to a reasonable minimum
consistent with standards of sound and efficient practice.  In the event of
a forced outage of Petersburg Unit No. 2, Indianapolis Company shall return
the unit to service as soon as possible.

     4.2  During the Contract Period, maintenance outages shall be
scheduled for Petersburg Unit No. 2, consistent with obligations to the
Indiana Pool (Public Service Company of Indiana, Inc. and Indianapolis
Company), after consultation with Indiana company, so that such outages will
interfere least with operations of Indianapolis Company and Indiana Company.


SECTION 5 - PETERSBURG ENERGY

     5.1  The provisions of Sections 2 and 3 of this Service Schedule
notwithstanding Indiana Company shall schedule and take Petersburg Energy at
a rate of not less than 100,000 kilowatt-hours per hour at any time that
Petersburg Unit No. 2 is in operation with a Predicted Capability at or
above 225,000 kilowatts.

     5.2  The number of kilowatt-hours of Petersburg Energy to be delivered
to Indiana Company and the time of delivery thereof, subject to the rate of
delivery limit specified in subsection 2.1 of this Service Schedule, shall
be scheduled by Indiana Company, and the number of kilowatt-hours of such
Petersburg Energy so scheduled during each clock-hour shall be recorded as
provided for in Article 6 of this agreement.  The aggregate number of
kilowatt-hours of Petersburg Energy so recorded for any month shall be used
for the purpose of effecting billings and payments under this Service
Schedule for such month.  Each of the parties shall exercise due diligence
and reasonable care and foresight in arranging for and operating their
respective power sources so that amounts of Petersburg Energy shall be
delivered and taken in accordance with such delivery schedules.


SECTION 6 - COMPENSATION

     6.1  Indiana Company shall pay to Indianapolis Company each month for
services provided for under this Service Schedule upon the following terms
and conditions:

     Minimum Charge

          For services provided for under this Service Schedule, Indiana
     Company shall pay to Indianapolis Company a minimum charge each month
     of $378,000.

     Energy Charges

          The charge for the total kilowatt-hours taken up to a quantity
     equal to 330 times the Petersburg Contract Demand is included in the
     Minimum Charge specified above.

          For the remaining kilowatt-hours taken, the charge per kilowatt-
     hour shall be.......................................... 1.70 mills

The charges provided for in this Section 6 shall be subject to adjustment in
accordance with the provisions of Section 7 of this Service Schedule.

Petersburg Energy Account

     6.2  If, during any calendar month, the kilowatt-hours of Petersburg
Energy delivered by Indianapolis Company to Indiana Company under this
Service Schedule are less than the product of 330 hours and the Petersburg
Contract Demand, the number of kilowatt-hours of Petersburg Energy paid for
by Indiana Company for such month pursuant to subsection 6.1 above that were
not actually delivered to Indiana Company shall be set up in an account
(herein called Petersburg Energy Account) to the credit of Indiana Company. 
During any subsequent month that there is a balance of kilowatt-hours
remaining to the credit of Indiana Company in such Petersburg Energy Account
and the kilowatt-hours of Petersburg Energy delivered to Indiana Company for
such month are in excess of the product of 330 hours and the Petersburg
Contract Demand for such month, a quantity of kilowatt-hours equal to (1)
such excess kilowatt-hours or (2) the balance of kilowatt-hours remaining to
the credit of Indiana Company in the Petersburg Energy Account, whichever
amount is the smaller, shall be billed to Indiana Company at no charge
therefor, excepting such charges as are applicable thereto in accordance
with Section 7 of this Service Schedule, and the Petersburg Energy Account
shall be charged with such number of kilowatt-hours so billed to Indiana
Company.


SECTION 7 - FUEL COST ADJUSTMENT

     7.1  The following terms when used herein shall have the meanings
specified:

          7.11  Account No. 501 Fuel -- The production expense account of
     the Uniform System of Accounts prescribed for Public Utilities and
     Licensees by the Federal Power Commission as prevailing during
     January, 1961.

          7.12  Fuel Cost -- The total cost of all the components of cost
     at the Petersburg Station chargeable to Account No. 501 Fuel during a
     specified period divided by the total millions of Btu in fuel charged
     to said account at the Petersburg Station during such period,
     expressed in cents per million Btu.

     7.2  The charges provided for in Section 6 of this Service Schedule
are based upon a fuel cost of sixteen and one-half cents ($0.165) per
million Btu at the Petersburg Station.  In the event such fuel cost for any
month is above sixteen and one-half cents ($0.165) per million Btu by at
least one mill, an additional charge during the next succeeding month shall
be made on the kilowatt-hours of Petersburg Energy actually delivered during
such succeeding month at a rate of 0.009 mills per kilowatt-hour for each
full mill increase in such fuel cost above sixteen and one-half cents
($0.165) per million Btu.  In the event such fuel cost for any month is less
than sixteen and one-half cents ($0.165) per million Btu by at least one
mill, the bill rendered to Indiana Company for the next succeeding month
shall be decreased by an amount equal to the kilowatt-hours of Petersburg
Energy actually delivered during such succeeding month at a rate of 0.009
mills per kilowatt-hour for each full mill decrease in such fuel cost below
sixteen and one-half cents ($0.165) per million Btu.


SECTION 8 -- BILLINGS AND PAYMENTS

     8.1  Billings and payments for the purposes of effecting settlements
under this Service Schedule shall be made in accordance with and subject to
the terms and conditions of Article 7.


SECTION 9 -- TAXES

     9.1  It is expressly agreed and made a provision of this Service
Schedule that if at any time during the term hereof there should be levied
and/or assessed against Indianapolis Company any direct tax by any taxing
authority on the Petersburg Power and/or Petersburg Energy manufactured,
generated, produced, converted, sold, purchased, transmitted, interchanged,
exchanged, exported or imported by Indianapolis Company, in addition to or
different from the forms of such direct taxes now being levied and/or
assessed against Indianapolis Company or any increase in the rate of such
existing or future direct taxes, which Indianapolis Company could 
demonstrate to be unduly burdensome to it in the performance of the
obligations herein provided, then in such event, the parties shall endeavor
to make such an agreement in regard to sharing the burden created by such
tax as appears to be equitable and proper under the circumstances.

<PAGE>
                                           Appendix II

                        FACILITIES SCHEDULE

Description of Transmission Line and Station Facilities Provided and
    To Be Provided by Indiana Company and Indianapolis Company

         Under Agreement, dated December 30, 1990, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Facilities Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company), made and
entered into as of the 1st day of August, 1967, shall continue in effect
throughout the duration of the agreement of which it is a part.


SECTION 2 - GENERAL

     2.1  This Facilities Schedule is included in this agreement for the
purpose of identifying the transmission line and station facilities provided
and to be provided by Indiana Company and Indianapolis Company pursuant to
Article 1 of the 1960 Agreement.


SECTION 3 - HANNA INTERCONNECTION POINT

     3.1  Indiana Company shall continue to own and provide at its own
expense the following described facilities; viz.:

          3.11  A 345,000-volt single circuit steel tower transmission
     line (hereby designated and herein called Tanners Creek-Hanna-De Soto
     Line), approximately 138 miles in length, constructed with two 954,000
     cm ACSR conductors per phase, and suitable ground wires, extending in
     a generally northerly direction from Indiana Company's Tanners Creek
     Station via Indianapolis Company's Hanna Substation, located near
     Indianapolis, to Indiana Company's De Soto Substation, located near
     Muncie.

          3.12  On the 345,000-volt double circuit steel tower
     transmission line that extends from Tanners Creek Station to Indiana
     Company's Sorenson Substation, a second 345,000-volt circuit extending
     from De Soto Substation to Sorenson Substation, approximately 48 miles
     in length, with main conductors of 1.75 inches diameter 1,414,000 cm
     ACSR expanded conductor.

          3.13  At Tanners Creek Station, the necessary terminal
     equipment, including facilities suitable for the control of the
     Tanners Creek-Hanna-De Soto Line described in subsection 3.11 above
     and essential to the protection of line and station equipment; such
     terminal equipment includes one 345,000-volt ultra-high speed
     automatic reclosing circuit breaker, appurtenant disconnecting and
     associated equipment, carrier current relays and associated carrier
     current equipment, and every item required and suitable for the
     control of said line and for the coordination of such control with
     terminal equipment provided and to be provided by Indianapolis Company
     pursuant to subsections 3.21 and 3.31 below.

          3.14  At Tanners Creek Station and other suitable locations,
     such communication, telemetering, and load control facilities
     determined by the parties as necessary for the proper and efficient
     interconnected operation of the parties' systems.

3.2  Indianapolis Company shall continue to own and provide at its own
expense the following described facilities until modified as provided in
subsection 3.3 below; viz.:

          3.21  At Hanna Substation, the necessary terminal equipment,
     including facilities suitable for the control of the Tanners
     Creek-Hanna-De Soto Line and essential to the protection of line and
     station equipment; such terminal equipment includes one
     345,000/138,000-volt, three-phase auto-transformer having a nominal
     rating of 250,000 kilovolt-amperes, two 138,000-volt ultra-high speed
     automatic reclosing circuit breakers, appurtenant disconnecting and
     associated equipment, carrier current relays and associated carrier
     current equipment, and every item required and suitable for the
     control of said line and for the coordination of such control with
     terminal equipment provided by Indiana Company pursuant to subsection
     3.13 above.

          3.22  At Hanna Substation, such suitable 138,000-volt metering
     equipment as described in Section 5.03 of Article 5 of the 1960
     Agreement.

          3.23  At Hanna Substation and other suitable locations, such
     communication, telemetering, and load control facilities determined by
     the parties as necessary for the proper and efficient interconnected
     operation of the parties' systems.

3.3  Indianapolis Company shall install, or cause to be installed, own and
provide at its own expense the following described facilities on and after
the date provided for in subsection 5.1 of this Appendix II; viz.:

          3.31  At Hanna Substation, the necessary terminal equipment
     including facilities suitable for the independent control of the
     Hanna-Desoto and Hanna-Tanners Creek sections of the Tanners
     Creek-Hanna-Desoto Line, for the control of the Thompson-Hanna Line
     described in subsection 4.12 below and essential to the protection of
     line and station equipment.  Such terminal equipment shall include two
     345,000/138,000-volt, three-phase auto-transformers having an
     aggregate nominal rating of not less than 525,000 kilovolt-amperes and
     not less than three 345,000-volt ultra-high-speed automatic reclosing
     circuit breakers, appurtenant disconnecting and associated equipment,
     carrier current relays and associated carrier current equipment, and
     every item required and suitable for the control of the Hanna-Desoto,
     Hanna-Tanners Creek and Thompson-Hanna Lines, for the coordination of
     such control with terminal equipment provided by Indiana Company at
     the Tanners Creek and Desoto Substations and for coordination of
     controls to assure satisfactory and reliable operation of the
     Breed-Petersburg-Thompson-Hanna 345,000-volt transmission link 
     described in subsections 4.11 and 4.12 below.

          3.32  At Hanna Substation, such suitable 345,000-volt metering
     equipment as described in Section 5.03 of Article 5 of the 1960
     Agreement.

          3.33  AT Hanna Substation and other suitable locations, such
     communication, telemetering, and load control facilities determined by
     the parties as necessary for the proper and efficient operation of the
     parties' systems.

     3.4  The Hanna Interconnection Point shall be that point at Hanna
Substation where the terminal facilities provided therefor by Indianapolis
Company shall be connected to the Tanners Creek-Hanna-De Soto Line.


SECTION 4 -- BREED INTERCONNECTION POINT

     4.1  Indianapolis Company shall install, or cause to be installed, own
and provide at its own expense the following described facilities; viz.:

          4.11  A 345,000-volt single circuit steel tower transmission
     line (hereby designated and herein called Petersburg-Breed Line),
     approximately 55 miles in length, constructed with two 954,000 cm ACSR
     conductors per phase or with conductors of at least equivalent
     conductivity and suitable ground wires, to extend in a generally
     northerly direction from Indianapolis Company's Petersburg Station to
     Indiana Company's Breed Station.

          4.12  A 345,000-volt single circuit steel tower transmission
     line (hereby designated and herein called Thompson-Hanna Line),
     approximately 19 miles in length, constructed with two 954,000 cm ACSR
     conductors per phase or with conductors of at least equivalent
     conductivity, and suitable ground wires, to extend in a generally
     easterly direction from Indianapolis Company's Thompson Substation,
     located near Indianapolis at the intersection of Thompson Road with
     the Marion-Hendricks County line, to Hanna Substation.  Said Thompson
     Substation shall be installed in the Indianapolis Company's
     345,000-volt line extending from its Petersburg Station to
     Indianapolis Company's Guion Substation located near Indianapolis at
     4000 West 56th Street.

          4.13  At Petersburg Station, the necessary terminal equipment
     including facilities suitable for the control of the Petersburg-Breed
     Line and essential to the protection line and station equipment.  Such
     terminal equipment shall include not less than one 345,000-volt
     ultra-high-speed automatic reclosing circuit breaker, appurtenant
     disconnecting and associated equipment, carrier current relays and
     associated carrier current equipment, and every item required and
     suitable for the control of said line and for the coordination of such
     control with terminal equipment to be provided by Indiana Company
     pursuant to subsection 4.21 below.

          4.14  Necessary and appropriate terminal facilities including
     345,000-volt ultra-high-speed automatic reclosing circuit breakers and
     protective equipment at Hanna and Thompson Substations and Petersburg
     Station in order to assure satisfactory and reliable operation of the
     Breed-Petersburg-Thompson-Hanna 345,000-volt transmission link.

          4.15  At Petersburg Station and other suitable locations, such
     communication, telemetering, and load control facilities determined by
     the parties as necessary for the proper and efficient interconnected
     operation of the parties' system.

     4.2  Indiana Company shall install, or cause to be installed, own and
provide at its own expense the following described facilities, viz.:

          4.21  At Breed Station, the necessary terminal equipment
     including facilities suitable for the control of the Petersburg-Breed
     Line and essential to the protection of line and station equipment. 
     Such terminal equipment shall include not less than one 345,000-volt
     ultra-high-speed automatic reclosing circuit breaker, appurtenant
     disconnecting and associated equipment, carrier current relays and
     associated carrier current equipment, and every item required and
     suitable for the control of said line and for the coordination of such
     control with terminal equipment to be provided by Indianapolis Company
     pursuant to subsection 4.13 above.

          4.22  The Breed Interconnection Point shall be that point at
     Breed Station where the terminal facilities provided therefor by
     Indiana Company shall be connected to the Petersburg-Breed Line.


SECTION 5 --COMMON FACILITIES OBLIGATIONS

     5.1  Subject to accidents, strikes, litigation, delays in securing
delivery of equipment or other similar or dissimilar causes beyond the
reasonable control of the parties, including the procuring of the necessary
materials and labor and the obtaining of all the necessary governmental
authorizations and permits approving the use of such labor and materials and
the installation of the facilities to be provided by the parties, as
hereinabove described in subsection 3.3 and Section 4, the installation of
such facilities shall be completed and in service on or before July 1, 1968. 
Should the installation of a particular portion of said facilities be
delayed beyond the date so designated due to the aforesaid causes it shall
nevertheless be completed as soon thereafter as practicable.

     5.2  The parties shall cooperate with one another so as to assure the
maximum practicable coordination of design of the facilities to be installed
by each of them with new and existing facilities of the other.

     5.3  The parties shall each keep, or shall cause to be kept, the
lines, together with all associated equipment and appurtenances, described
in this Facilities Schedule that are located on their respective sides of
the interconnection points in a suitable condition of repair at all times,
each at its own expense, in order that said lines will operate in a reliable
and satisfactory manner and in order that reduction in the capacity of said
lines will be avoided to the extent practicable.


SECTION 6--FUTURE TRANSMISSION FACILITIES

6.1  The provision of facilities by each party as set forth above is
governed by (1) the desired interconnection capacity as it relates to
services to be furnished under this agreement and (2) the correlated overall
transmission requirements of each party that may be reasonably foreseen as
of the day first above written.  The expansion of the parties respective
transmission systems during the duration of this agreement consistent with
sound engineering and economic practices, may dictate that a party add to,
replace, relocate, or remove portions of facilities so provided by it. 
Either party shall have the right to so add to, replace, relocate, or remove
portions of facilities so provided by it; subject, however, to the
understanding that in so doing such party does not reduce the transmission
capacity of the interconnections hereinabove described or interfere with the
performance of this agreement in complete accord with its terms and
conditions.
<PAGE>
                        Modification No. 3

                                to

                     INTERCONNECTION AGREEMENT
                      Dated December 30, 1960


                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                   Dated as of February 1, 1971
<PAGE>
     THIS AGREEMENT, made and entered into as of the first day of February,
1971, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis Company), an
Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY (Indiana
Company), also an Indiana corporation;

                            WITNESSETH,

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, and modifications
thereto, dated November 14, 1963 and August 1, 1967, (said Interconnection
Agreement, as so modified, being herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     SECTION 1.  Subsection 3.11 of Service Schedule F of the 1960
Agreement is hereby modified to read:

          "3.11  Demand Charge

          For the billing demand for each week, at the rate of $0.40 per
     kilowatt for such week.  In the event the amount of Short Term Energy
     taken is reduced upon request of the supplying party, the demand
     charge for the week during which such reduction is made shall be
     reduced by one-sixth (1/6) of the aforesaid weekly demand charge per
     kilowatt of reduction for each day (other than any Sunday) during
     which any reduction is in effect."

     SECTION 2.  This Modification No. 3 shall be effective from the date
hereinabove first written to the expiration of Service Schedule F of the
1960 Agreement.

     SECTION 3.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     SECTION 4.  This agreement is made subject to the jurisdiction of any
governmental authority or authorities having jurisdiction in the premises.

     SECTION 5.  This agreement shall inure to the benefit of and be
binding upon the successor and assigns of the respective parties.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ O.T. Fitzwater
                       O.T. Fitzwater
                       Chairman of the Board

ATTEST:

/s/ Ralph W. Husted
Ralph W. Husted, Secretary

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By  /s/ G.V. Paterson
                       Vice President

ATTEST:

/s/ signature illegible
Assistant Secretary
<PAGE>
                        Modification No. 4


                                to


                     INTERCONNECTION AGREEMENT
                      Dated December 30, 1960


                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                   Dated as of September 1, 1972
<PAGE>
     THIS AGREEMENT, made and entered into as of the first day of
September, 1972, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation;

                            WITNESSETH,

     WHEREAS, Indianapolis Company entered into an Interconnection
Agreement, dated December 30, 1960, and modifications thereto, dated
November 14, 1963, August 1, 1967 and February 1, 1971 (said Interconnection
Agreement, as so modified, being herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agreed as follows:

     SECTION 1.  Service Schedule B--Emergency Service, Service Schedule F-
-Short Term Power, and Service Schedule G--Interim Power to Indianapolis
Company are hereby cancelled and a new Service Schedule B--Emergency Service
and a new Service Schedule F--Short Term Power are substituted for said
Service Schedule B and F, respectively.  A new Service Schedule I--Limited
Term Power (Firm) is hereby agreed to.  The new Service Schedules B, F and I
are attached hereto as Appendix I, Appendix II, and Appendix III, 
respectively.

     SECTION 2.  Section 3.03 of Article 3 of the 1960 Agreement is hereby
modified to read:

          "3.03  The following service schedules are agreed to and hereby
     made a part of this agreement:

          Service Schedule A--Firm Power to Indianapolis
          Service Schedule B--Emergency Service
          Service Schedule C--Coordination of Schedule Maintenance of 
                                Generating Facilities
          Service Schedule D--Energy Transfer
          Service Schedule E--Interchange Power
          Service Schedule F--Short Term Power
          Service Schedule I--Limited Term Power (Firm)


     SECTION 3.  Article 3 of the 1960 Agreement is further modified by the
addition thereto of the following Section 3.04:

          "3.04  As used in the Schedules of this Agreement the
     out-of-pocket cost of providing energy means all operating,
     maintenance, tax, and other expenses incurred, as of the Delivery
     Points and taking into account transmission losses, if any, that would
     not have been incurred if the energy had not been supplied."

     SECTION 4.  The 1960 Agreement, as hereinbefore modified is made
subject to the jurisdiction of any governmental authority or authorities
having jurisdiction in the premises and either party may, at any time or
from time to time, unilaterally take any action before or with such
authorities with respect to any terms or conditions of this Agreement that
it deems desirable and in such event the terms and conditions under which
service shall be rendered hereunder shall be the terms and conditions
authorized by such authority provided, however, that no such action shall be
taken by such party except after 60 days prior written notice to the other
party of its intention to do so.

     SECTION 5.  This Modification No. 4 shall be effective from the date
hereinbefore first written to the expiration of the 1960 Agreement.

     SECTION 6.  Except as hereinbefore modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     SECTION 7.  This agreement shall insure to the benefit of and be
binding upon the successors and assigns of the respective parties.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ Edwin L. Cassidy
                       President

ATTEST:


/s/ Ralph W. Husted
Secretary

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By /s/ G.V. Patterson
                      Vice President

ATTEST:

/s/ William E. Olson
Assistant Secretary
<PAGE>
                                       APPENDIX I

                        SERVICE SCHEDULE B

                         EMERGENCY SERVICE

         Under Agreement, dated December 30, 1960, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on September 1, 1972 and shall continue throughout the
duration of the agreement of which it is a part.


SECTION 2 - SERVICES TO BE RENDERED

     2.1  Subject to the provisions of subsection 2.2 of this Section 2, in
the event of an emergency on the system of either party jeopardizing its
ability to meet its native load and other firm commitments, the other party
shall, upon request, deliver during a period of not exceeding 48 consecutive
hours to the requesting party electric energy ("Emergency Energy") in
amounts up to a rate of 50,000 kilowatthours per hour and such additional
amounts as in its sole judgement can be delivered without imposing burdens
on its system's operations.  Either party may, upon request, deliver energy
hereunder in the event of an emergency jeopardizing the ability of a system
interconnected with the system of the requesting party to meet its native
load and other firm commitments.  Every request hereunder shall identify the
emergency that gave rise to it.

     2.2  Neither party shall be obligated to deliver energy hereunder
during the first 48 hours following a prior emergency during which it is
delivering electric energy under another mutual emergency interchange
agreement or at any time that delivery of such energy will impair its own
system's ability to meet its native load and other firm commitments.


SECTION 3 --COMPENSATION

     3.1  Emergency Energy shall be settled for, at the option of the party
supplying it, either by the return of equivalent energy upon request of such
party or by payment of the greater of (a) 110% of the out-of-pocket cost of
supplying it, and (b) 17.5 mills per kilowatt-hour thereof.

<PAGE>
                                       APPENDIX II

                        SERVICE SCHEDULE F

                         SHORT TERM POWER

         Under Agreement, dated December 30, 1960, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective September 1, 1972 and shall continue in effect throughout
the duration of the agreement of which it is a part subject to the
provisions of Section 4 hereof.


SECTION 2 - SERVICES TO BE RENDERED

     2.1  Either party may reserve from the other party, for periods of one
or more weeks or for periods less than one week, electric power ("Short Term
Power") whenever, in the sole judgment of the party requested to reserve the
same, such power is available.  As used herein the term "week" shall mean
any seven consecutive days.

          2.11  Prior to each reservation of Short Term Power, the number
     of kilowatts to be reserved, the period of the reservation, and the
     source of the power if the supplying party is in turn reserving them
     from another system, shall be determined by the parties. Such
     determination shall be confirmed in writing.  If during such period
     conditions arise that could not have been reasonably foreseen at the
     time of the reservation and cause the reservation to be burdensome to
     the supplying party, such party may by written notice to the reserving
     party, or oral notice later confirmed in writing, reduce the number of
     kilowatts reserved by such amount and for such time as it shall
     specify in such notice, but kilowatts reserved hereunder that the
     supplying party is in turn reserving from another system may be
     reduced only to the extent they are reduced by such other system.

          2.12  During each period that Short Term Power has been
     reserved, the party that has agreed to supply such power shall upon
     call provide Short Term Power up to and including the number of
     kilowatts then reserved and deliver electric energy ("Short Term
     Energy") to the reserving party at a rate during each hour of up to
     and including such number.


SECTION 3--COMPENSATION

     3.1  The reserving party shall pay the supplying party:

          3.11  for any week that Short Term Power is reserved, $0.40 per
     kilowatt reserved less, for each day during any part of which the
     amount of such Short Term Power is reduced (other than Sunday) by the
     supplying party, one-sixth of said $0.40 per kilowatt of the
     reduction.  (Except that in no event shall the total of such
     deductions in any week exceed $0.40 per kilowatt.)  For each period
     less than one week that Short Term Power is reserved, $0.10 per
     kilowatt reserved per day less, for any day during any part of which
     the amount of Short Term Power is reduced by the supplying party,
     $0.10 per kilowatt of the reduction; plus

          3.12  for each kilowatt of the reserved Short Term Power that is
     purchased by the supplying party from another system, prearranged in
     accordance with subsection 2.11 of this schedule (a) the excess, if
     any, of the amount paid therefor by the supplying party over the
     charge therefor under Section 3.11 of this Schedule (or if such amount
     is less than such charge, minus the deficiency) plus (b) for each week
     such Short Term Power is reserved, $0.125 per kilowatt less, for each
     day (other than Sunday) during any part of which any of such Short
     Term Power is not received from such other system, $0.021 per kilowatt
     not received.  (Except that in no event shall the total of such
     deductions in any week exceed $0.125 per kilowatt.); plus

          3.13  110% of the out-of-pocket cost of supplying Short Term
     Energy called for during such periods under subsection 2.12 of this
     Schedule that comes from the supplying party's own system and 115% of
     the out-of-pocket cost of supplying all other such Short Term Energy.


SECTION 4 -- TERMINATION

     4.1  Either party upon one year prior written notice to the other may
terminate this Schedule.
<PAGE>
                                   APPENDIX III

                        SERVICE SCHEDULE I

                     LIMITED TERM POWER (FIRM)

         Under Agreement, dated December 30, 1960, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company


SECTION 1 - DURATION

     1.1  This Service Schedule, a part of and under agreement, dated
December 30, 1960, between Indianapolis Power & Light Company (Indianapolis
Company) and Indiana & Michigan Electric Company (Indiana Company) shall
become effective on September 1, 1972 and shall continue throughout the
duration of the agreement of which it is a part subject to the provisions of
Section 4 hereof.


SECTION 2 -- SERVICES TO BE RENDERED

     2.1  Either party may arrange to reserve from the other party, for
periods of not less than one or more than 12 months, such electric power
("Limited Term Power (Firm)") whenever, in the sole judgment of the party
requested to reserve the same, such power is available.

          2.11  Prior to each reservation of Limited Term Power (Firm) the
     number of kilowatts to be reserved, the period of the reservation, and
     the source of the power if the supplying party is in turn reserving
     them from another system, shall be determined by the parties.  Such
     determination shall be confirmed in writing.

          2.12  During each period that Limited Term Power (Firm) has been
     reserved, the party that has agreed to supply power shall upon call
     provide Limited Term Power (Firm) up to and including the number of
     kilowatts then reserved and deliver electric energy ("Limited Term
     Energy (Firm)") to the reserving party at a rate during each hour of
     up to and including such number, except when such deliveries would in
     the judgment of the supplying party have to be interrupted or reduced
     to preserve the integrity of or to prevent or limit any instability on
     its system.


SECTION 3--COMPENSATION

     3.1  The reserving party shall pay the supplying party

          3.11  for any month that Limited Term Power (Firm) is reserved,
     $2.15 per kilowatt reserved; plus 

          3.12  for each kilowatt of the reserved Limited Term Power
     (Firm) purchased by the supplying party from another system,
     prearranged in accordance with subsection 2.11 of this Schedule, (a)
     the excess, if any, of the amount paid therefor by the supplying party
     over the charge therefor under Section 3.11 of this Schedule (or, if
     such amount is less than such charge, minus the deficiency) plus (b)
     for each month such Limited Term Power (Firm) is reserved $0.55 per
     kilowatt; plus

          3.13  110% of the out-of-pocket cost of supplying Limited Term
     Energy (Firm) called for during such period under subsection 2.2 of
     this Schedule that comes from the supplying party's own system and
     115% of the out-of-pocket cost of supplying all other such Limited
     Term Energy (Firm), prearranged in accordance with subsection 2.11 of
     this Schedule.


SECTION 4--TERMINATION

     4.1  Either party upon one year prior written notice to the other may
terminate this Schedule; however, all prior commitments covered by this
Schedule must be fulfilled.
<PAGE>
                        Modification No. 6


                                to


                     INTERCONNECTION AGREEMENT
                     Dated December 30, 1960,
                            as amended,



                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                      Dated as of May 1, 1974
<PAGE>
     THIS MODIFICATION NO. 6, made and entered into as of the first day of
May, 1974, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation;

                            WITNESSETH,

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, with modifications
thereto, dated November 14, 1963, August 1, 1967, February 1, 1971 and
September 1, 1972, (said Interconnection Agreement, as so modified, being
herein called the 1960 Agreement); and

     WHEREAS, another proposed modification, being Modification No. 5
providing for a Fuel Conservation Power and Energy Rate, was tentatively
filed with the Federal Power Commission by Indianapolis Company on April 4,
1974 and subsequently withdrawn by letter dated May 22, 1974, Indiana
Company never having executed such modification or concurred in such filing;
and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Subsection 3.11 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified by the deletion
therefrom of the dollar quantity $0.40 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.45, and is also hereby
modified by the deletion therefrom of the dollar quantity $0.10 wherever it
appears therein and by the substitution therefor of the dollar quantity
$0.11.

     Section 2.  Subsection 3.11 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified by the
deletion therefrom of the dollar quantity $2.15 and by the substitution
therefor of the dollar quantity $2.50.

     Section 3.  The 1960 Agreement, as amended hereby, is made subject to
the jurisdiction of any governmental authority or authorities having
jurisdiction in the premises and either party may, at any time or from time
to time, unilaterally take any action before or with such authorities with
respect to any terms or conditions of the 1960 Agreement, as amended hereby,
that it deems desirable, and in such event the terms and conditions
authorized by such authority; provided, that no such action shall be taken
by such party except after 60 days prior written notice to the other party
of its intention to do so.

     Section 4.  This Modification No. 6 shall be effective from the date
first above-written to the expiration date of the 1960 Agreement. 

     Section 5.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 6.  This Modification No. 6 shall inure to the benefit of, and
be binding upon, the successors and assigns of the respective parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.


                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ Edwin L. Cassidy
                          President
Attest:


/s/ Marcus E. Woods
     Secretary

                    INDIANA & MICHIGAN ELECTRIC COMPANY



                    By  /s/ G.V. Patterson
                            Vice President

Attest:



/s/  W.E. Olson
Assistant Secretary
<PAGE>
                        MODIFICATION NO. 7

                                to

                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960
                            as amended,



                              between

                INDIANAPOLIS POWER & LIGHT COMPANY

                                AND

                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                     Dated as of April 1, 1976
<PAGE>
     THIS MODIFICATION NO. 7, made and entered into as of the first day of
April, 1976, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation;

                       W I T N E S S E T H ,

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, with modifications
thereto, dated November 14, 1963, August 1, 1967, February 1, 1971,
September 1, 1972, and May 1, 1974, (said Interconnection Agreement, as so
modified, being herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Subsection 3.11 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified by the deletion
therefrom of the dollar quantity $0.45 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.50, and is also hereby
modified by the deletion therefrom of the dollar quantity $0.11 wherever it
appears therein and by the substitution therefor of the dollar quantity
$0.125.

     Section 2.  Subsection 3.11 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified by the
deletion therefrom of the dollar quantity $2.50 and by the substitution
therefor of the dollar quantity $2.75.

     Section 3.  The 1960 Agreement as hereinabove modified and
supplemented by the parties, is made subject to the jurisdiction of any
governmental authorities having jurisdiction in the premises, and any party
may, at any time or from time to time, unilaterally take any action before
or with such authorities with respect to any terms or conditions of the 1960
Agreement as hereinabove modified or supplemented, and as it may at any time
hereafter be modified and supplemented, and as it may at any time hereafter
be modified and supplemented by the parties, that it deems desirable, and in
such event the terms and conditions under which service shall be rendered
hereunder shall be the terms and conditions authorized by such authority.

     Section 4.  This Modification No. 7 shall be effective from the date
first above written to the expiration date of the 1960 Agreement.

     Section 5.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 6.  This Modification No. 7 shall inure to the benefit of, and
be binding upon, the successors and assigns of the respective parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY



                    By /s/ Ralph W. Husted, Chairman and
                         Chief Executive Officer

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By /s/ G.V. Patterson
                       Vice President
<PAGE>
                        Modification No. 8


                                to


                     INTERCONNECTION AGREEMENT

                     Dated December 30, 1960,


                            as amended,



                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                     Dated as of March 1, 1977
<PAGE>
     THIS MODIFICATION NO. 8, made and entered into as of the first day of
March, 1977, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation;

                            WITNESSETH,

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, with modifications
thereto, dated November 14, 1963, August 1, 1967, February 1, 1971 and
September 1, 1972, May 1, 1974 and April 1, 1976 (said Interconnection
Agreement, as so modified, being herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth, the parties agree as follows:

     Section 1.  Subsection 3.11 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified by the deletion
therefrom of the dollar quantity $0.50 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.60 and is also hereby
modified by the deletion therefrom of the dollar quantity $0.125 wherever it
appears therein and by the substitution therefor of the dollar quantity
$0.15.

     Section 2.  Subsection 3.12 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified and supplemented by the
deletion therefrom of the dollar quantities $0.125 and $0.021 wherever they
appear therein and by the substitution therefor of the dollar quantities
$0.15 and $0.025, respectively.

     Section 3.  Subsection 3.11 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified by the
deletion therefrom of the dollar quantity $2.75 and by the substitution
therefor of the dollar quantity $3.25.

     Section 4.  Subsection 3.12 of Section 3 of Service Schedule I -
Limited Term Power of the 1960 Agreement is hereby modified and supplemented
by the deletion therefrom of the dollar quantity $0.55 wherever it appears
therein and by the substitution therefor of the dollar quantity $0.65.

     Section 5.  The 1960 Agreement as hereinabove modified and
supplemented and as it may at any time hereafter be modified and supplied by
the parties, is made subject to the jurisdiction of any governmental
authority or authorities having jurisdiction in the premises. Nothing
contained in the 1960 Agreement shall be construed as affecting in any way
the right of either party to the 1960 Agreement to unilaterally make
application to the Federal Power Commission for a change in rates, charges,
classification or service, or any rule, regulation or contract relating
thereto, under Section 205 of the Federal Power Act and pursuant to the
Commission's Rules and Regulations promulgated thereunder.

     Section 6.  This Modification No. 8 shall be effective from the date
first above written to the expiration date of the 1960 Agreement.

     Section 7.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 8.  This Modification No. 8 shall inure to the benefit of, and
be binding upon, the successors and assigns of the respective parties
hereto.

          IN WITNESS WHEREOF, the parties hereto have caused this 
agreement to be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By /s/ Zane G. Todd
                       Zane G. Todd, Chairman of
                       the Board and President


                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By /s/ G.V. Patterson
                       G.V. Patterson, Vice President

<PAGE>
                           March 1, 1977



Indianapolis Power & Light Company
25 Monument Circle
P.O. Box 1595B
Indianapolis, Indiana  46206

Gentlemen:

     This letter is confirmation of the understandings which have been
reached upon a review of the Emergency Service Schedule between our
companies.

     Subsection 3.1 of Service Schedule B of the Interconnection Agreement
between our companies, dated December 30, 1960 as heretofore modified (1960
Agreement), is hereby modified by the deletion therefrom of the dollar
quantity "seventeen and one-half (17.5) mills" and the substitution therefor
of the dollar quantity "three ($.03) cents".

     This modification shall be effective on and after March 1, 1977 and
until the earlier of either the expiration of the term of the 1960
Agreement, or until further amended or modified under the terms of the 1960
Agreement.

     If the foregoing correctly states our understanding please so indicate
by signing and returning the enclosed copy of this letter.

                    Very truly yours,

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By  /s/ G.V. Patterson
                      Vice President

INDIANAPOLIS POWER & LIGHT COMPANY


By /s/ Zane G. Todd
<PAGE>
                        Modification No. 10


                                to


                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960


                            as amended,



                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                    Dated as of March 15, 1977
<PAGE>
     THIS MODIFICATION NO. 10, made and entered into as of the fifteenth
day of February, 1977, between INDIANAPOLIS POWER & LIGHT COMPANY 
(Indianapolis Company), an Indiana corporation, and INDIANA & MICHIGAN
ELECTRIC COMPANY (Indiana Company), also an Indiana corporation;

                            WITNESSETH:

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, with modifications
thereto, dated November 14, 1963, August 1, 1967, February 1, 1971,
September 1, 1972, May 1, 1974 and April 1, 1976 and March 1, 1977 (said
Interconnection Agreement, as so modified, being herein called the 1960
Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Interconnection
Agreement as hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Effective as of February 15, 1977 Service Schedule E -
Interchange Power in the form attached hereto as Appendix I, shall be
substituted for Service Schedule E in the form heretofore made a part of the
1960 Agreement.

     Section 2.  Except as hereinabove modified and supplemented, all the
terms and conditions of the 1960 Agreement shall remain in full force and
effect.

     Section 3.  This Modification No. 10 shall insure to the benefit of
and be binding upon the successors and assigns of the respective parties.

     IN WITNESS WHEREOF, the parties hereto have caused this Modification
No. 10 to be executed by their duly authorized officers as of the day and
year first above written.

                    INDIANAPOLIS POWER & LIGHT COMPANY



                    By  /s/ Zane G. Todd
                       Chairman of the Board and President


                    INDIANA & MICHIGAN ELECTRIC COMPANY



                    By  /s/ Frank N. Rien
                       Vice President

<PAGE>
                            APPENDIX I


                        SERVICE SCHEDULE E

                         INTERCHANGE POWER

         Under Agreement, dated December 30, 1960, between
              Indianapolis Power & Light Company and
                Indiana & Michigan Electric Company



Section 1 - DURATION

     1.1  This Service Schedule, a part of and under the Interconnection
Agreement, dated as of the 30th day of December, 1960 between Indianapolis
Power & Light Company (Indianapolis Company) and Indiana and Michigan
Electric Company (Indiana Company), shall become effective as of March 15,
1977, and shall continue in effect throughout the duration of said
Interconnection Agreement of which it is a part.


Section 2 - SERVICES TO BE RENDERED

     Economy Energy

          2.1  Either party may arrange to purchase from any party of the
     other system electric energy ("Economy Energy") whenever it is
     possible to effect a saving thereby and, in the sole judgment of the
     party requested to supply the same, such energy is available.  Economy
     Energy may also be arranged to be obtained from or delivered to
     systems interconnected with the parties, but not a party to this
     Agreement.  Prior to each delivery of Economy Energy, the amount and
     time of delivery and the charge therefore shall be determined by the
     parties.

     Non-Displacement Energy

          2.2  It is further recognized that from time to time occasions
     will arise when the effecting of transactions as provided under
     subsection 2.1 next above will be impracticable but that at the same
     time one of the parties may have electric energy (herein called
     "Non-Displacement Energy") which it is willing to make available from
     surplus capacity either on its own system or from sources outside its
     own system or both, that can be utilized advantageously for short
     intervals by the other party.  It shall be the responsibility of the
     party desiring Non-Displacement Energy to initiate the receipt and
     delivery of such energy.  The party desiring such receipt of energy
     shall notify the other party of the extent to which it desires to use
     Non-Displacement Energy, and whenever in its sole judgment such other
     party determines that it has Non-Displacement Energy available,
     schedules providing the periods and extent of use shall be mutually
     agreed upon.  Neither party shall be obligated to make any 
     Non-Displacement Energy available to the other.

Section 3 - COMPENSATION

     Economy Energy

          3.1  The charge for Economy Energy purchased by either party
     from the other shall be based on the principle that the party
     purchasing it shall pay the out-of-pocket cost of the party supplying
     such energy and that the resulting savings to the receiving party
     shall be equally shared by the supplying and receiving parties.

          3.2  When Economy Energy is obtained from or delivered to other
     systems interconnected with the parties, but not signatories to this
     Agreement, payments shall be based on the out-of-pocket cost of the
     supplying party or system providing the energy and an allocation of
     the gross savings which are defined as the difference between (1) what
     the out-of-pocket cost of the receiving party or system would have
     been to generate such energy, and (2) the out-of-pocket cost of the
     supplying party or system providing the energy such allocation shall
     be made as provided in subsections 3.21 and 3.22 hereinbelow.

               3.21  Each party or system participating in the
          transaction other than the supplying and receiving parties or
          systems, shall be paid (a) its cost of purchasing the energy
          supplied, plus (b) its cost of additional transmission losses
          incurred, plus (c) fifteen per cent of the gross savings
          remaining after deducting all such payments for transmission
          losses.

               3.22  The supplying party or system shall be paid its
          out-of-pocket costs of providing the energy, plus one-half of
          the gross savings remaining after deducting all (b) and (c)
          payments made under subsection 3.21.  The receiving party or
          system shall be entitled to the other one-half of the gross
          savings remaining after deducting all (b) and (c) payments made
          under subsection 3.21.

     Non-Displacement Energy

          3.3  Non-Displacement Energy delivered hereunder shall be
     settled for either by the return of equivalent energy or, at the
     option of the party that supplied such energy, by payment of the
     out-of-pocket cost - such cost being as of the delivery point or
     points, as provided for in Section 5.01 of said Interconnection
     Agreement, taking into account electrical losses incurred from the
     source or sources of such energy to said delivery point or points - of
     the supplying party in generating or supplying such energy plus ten
     per cent of such cost.  If equivalent energy is returned, it shall be
     returned at times when the load conditions of the party receiving it
     are equivalent to the load conditions of such party at the time the
     energy for which it is returned was delivered or, if such party elects
     to have equivalent energy returned under different conditions, it
     shall be returned in such amounts, to be agreed upon by the Operating
     Committee, as will compensate for the difference in conditions.
<PAGE>
                        Modification No. 11


                                to


                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960


                            as amended,



                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                    Dated as of January 1, 1979
<PAGE>
     THIS MODIFICATION NO. 11, made and entered into as of the first day of
January, 1979, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation;

                            WITNESSETH,

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, with modifications
thereto, dated November 14, 1963, August 1, 1967, February 1, 1971,
September 1, 1972, May 1, 1974 and April 1, 1976 and March 1, 1977 and March
15, 1977 (said Interconnection Agreement, as so modified, being herein
called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Subsection 3.11 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified by the deletion
therefrom of the dollar quantity of $0.60 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.70 and is also hereby
modified by the deletion therefrom of the dollar quantity $0.15 wherever it
appears therein and by the substitution therefor of the dollar quantity
$0.175.

     Section 2.  Subsection 3.12 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified and supplemented by the
deletion therefrom of the dollar quantities $0.15 and $0.025 wherever they
appear therein and by the substitution therefor of the dollar quantities
$0.175 and $0.029 respectively.

     Section 3.  Subsection 3.11 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified by the
deletion therefrom of the dollar quantity $3.25 and by the substitution
therefor of the dollar quantity $3.75.

     Section 4.  Subsection 3.12 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified and
supplemented by the deletion therefrom of the dollar quantity $0.65 wherever
it appears therein and by the substitution therefor of the dollar quantity
$0.75.

     Section 5.  This Modification No. 11 shall be effective from the date
first above written to the expiration date of the 1960 Agreement.

     Section 6.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 7.  This Modification No. 11 shall inure to the benefit of,
and be binding upon, the successors and assigns of the respective parties
hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY



                    By  /s/ Carl B. Vance


                    INDIANA & MICHIGAN ELECTRIC COMPANY



                    By  /s/ Frank N. Rien
<PAGE>
                        Modification No. 13


                                to


                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960


                            as amended,



                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                    Dated as of January 1, 1980
<PAGE>
     THIS MODIFICATION NO. 13, made and entered into as of the first day of
January, 1980, between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation;

                            WITNESSETH:

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, with modifications
thereto, dated November 14, 1963, August 1, 1967, February 1, 1971,
September 1, 1972, May 1, 1974 and April 1, 1976, March 1, 1977, March 15,
1977, January 1, 1979 and March 1, 1979 (said Interconnection Agreement, as
so modified, being herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth,

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Subsection 3.11 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified by the deletion
therefrom of the dollar quantity of $0.70 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.85 and is also hereby
modified by the deletion therefrom of the dollar quantity $0.175 wherever it
appears therein and by the substitution therefor of the dollar quantity
$0.24.

     Section 2.  Subsection 3.12 of Section 3 of Service Schedule F - Short
Term Power of the 1960 Agreement is hereby modified and supplemented by the
deletion therefrom of the dollar quantities $0.175 and $0.029 wherever they
appear therein and by the substitution therefor of the dollar quantities
$0.24 and $0.040 respectively.

     Section 3.  Subsection 3.11 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified by the
deletion therefrom of the dollar quantity $3.75 and by the substitution
therefor of the dollar quantity $4.50.

     Section 4.  Subsection 3.12 of Section 3 of Service Schedule I -
Limited Term Power (Firm) of the 1960 Agreement is hereby modified and
supplemented by the deletion therefrom of the dollar quantity $0.75 wherever
it appears therein and by the substitution therefor of the dollar quantity
$1.00.

     Section 5.  This Modification No. 13 shall be effective from the date
first above written to the expiration date of the 1960 Agreement.

     Section 6.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 7.  This Modification No. 13 shall inure to the benefit of,
and be binding upon, the successors and assigns of the respective parties
hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ Zane G. Todd

                    INDIANA & MICHIGAN ELECTRIC COMPANY



                    By  /s/ Frank N. Rien
<PAGE>
                        Modification No. 14


                                to


                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960


                            as amended,


                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                     Dated as of April 5, 1982

<PAGE>
     THIS MODIFICATION NO. 14, made and entered into as of the fifth day of
April, 1982 between INDIANAPOLIS POWER & LIGHT COMPANY (Indianapolis
Company), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
(Indiana Company), also an Indiana corporation.

                            WITNESSETH:

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, which Agreement was
modified hereafter (said Interconnection Agreement, as so modified, being
herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Section 3--Compensation of Service Schedule F - Short Term
Power of the 1960 Agreement shall be modified and amended to read as
follows:

"Section 3 -- Compensation

     3.1  When Indianapolis Company is the supplying party and Indiana
Company is the reserving party, the reserving party shall pay the supplying
party:

          3.11  For any week that Short Term Power is reserved, $1.05 per
     kilowatt reserved; less, for each day during any part of which the
     amount of such Short Term Power is reduced (other than Sunday) by the
     supplying party, one-sixth of said $1.05 per kilowatt of the reduction
     (except that in no event shall the total of such deductions in any
     week exceed $1.05 per kilowatt).  For each period less than one week
     that Short Term Power is reserved, one-fifth of the weekly rate per
     kilowatt reserved per day; less, for any day during any part of which
     the amount of Short Term Power is reduced by the supplying party,
     one-fifth of the weekly rate per kilowatt of the reduction, plus;

          3.12  For each kilowatt of the reserved Short Term Power that is
     purchased by the supplying party from another system, pre-arranged in
     accordance with Subsection 2.11 of this Schedule, the excess, if any,
     of the amount paid therefor by the supplying party over the charge
     therefor under Subsection 3.11 of this Schedule (or if such amount is
     less than such charge minus the deficiency), plus;

          3.13  110% of the out-of-pocket cost of supplying Short Term
     Energy called for during such periods under Subsection 2.12 of this
     Schedule that comes from the supplying party's own system; plus for
     energy purchased by the supplying party from another system to supply
     any part of the Short Term Energy called for during such periods under
     Subsection 2.12 of this Schedule, 100% of the amount paid therefor by
     the supplying party plus 10% thereof not to exceed 1.6 mills per
     kilowatthour.

     3.2  When Indiana Company is the supplying party and Indianapolis
Company is the reserving party, the reserving party shall pay the supplying
party the following demand rate:

          3.21  Weekly Short Term Power - For any week that Short Term
     Power is reserved the weekly demand rate shall be equal to $1.25 per
     kilowatt reserved for such week.  In the event the amount of Weekly
     Short Term Power taken is reduced upon request of the supplying party,
     the demand charge for each day (other than Sunday) during which such
     reduction is in effect shall be reduced by one-sixth (1/6) of the
     supplying party's weekly demand rate per kilowatt of reduction.

          3.22  Daily Short Term Power - For any day that Short Term Power
     is reserved the daily demand rate shall be equal to the rate of
     one-fifth (1/5) of the supplying party's Weekly Short Term Power
     demand rate.  In the event the amount of Daily Short Term Power taken
     is reduced upon request of the supplying party, the demand charge for
     each day during which such reduction is in effect shall be reduced by
     one-fifth (1/5) of the above Weekly Short Term Power demand rate per
     kilowatt of reduction.

          3.23  Third Party Weekly Short Term Power - Whenever the
     supplying party is in turn reserving power from another interconnected
     system such interconnected system shall be designated "Third Party". 
     For any week that Weekly Short Term Power is reserved from a Third
     Party the Third Party Weekly Short Term Power demand rate to 
     Indianapolis Company shall be equal to $0.24 per kilowatt reserved per
     week plus the demand charge paid therefor by the supplying party to
     the Third Party.  In the event the amount of Third Party Weekly Short
     Term Power taken is reduced upon the request of the Third Party, the
     demand charge for each day (other than Sunday) during which such
     reduction is in effect shall be reduced by one-sixth (1/6) of the
     Third Party Weekly Short Term Power rate per kilowatt of the reduction.

          3.24  Third Party Daily Short Term Power - For any day that
     Short Term Power is reserved from a Third Party the Third Party Daily
     Short Term Power demand rate to Indianapolis Company shall be equal to
     $0.048 per kilowatt reserved per day plus the demand charge paid
     therefor by the supplying party to the Third Party.

          3.25  When Indiana Company is the supplying party and 
     Indianapolis Company is the reserving party, the reserving party shall
     pay the supplying party energy charges at the following rates:

          (a)  for each kilowatthour that is generated by the supplying
          party's system 110% of the out-of-pocket costs (including all
          operating, maintenance, tax, transmission losses and other
          expenses incurred that would not have been incurred if the
          energy had not been supplied) of supplying Short Term Energy
          called for during such period, plus;

          (b)  for each kilowatthour purchased by the supplying party from
          a third party to supply the Short Term Energy called for during
          such period, 100% of the amount of the energy charge paid
          therefor by the supplying party plus 1 mill plus any
          transmission losses, taxes and other expenses incurred that
          would not have been incurred if such purchase had not been
          made."

     Section 2.  This Modification No. 14 shall be effective from the date
first above written to the expiration date of the 1960 Agreement.

     Section 3.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 4.  This Modification No. 14 shall inure to the benefit of and
be binding upon the successors and assigns of the respective parties hereto.

     IN WITNESS WHEREOF, the parties herein have caused this Agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY

                    By  /s/ Robert W. Hill, President

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By  /s/ John E. Dolan
<PAGE>
                        Modification No. 15


                                to


                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960


                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                INDIANA & MICHIGAN ELECTRIC COMPANY


                            __________

                   Dated as of September 1, 1985
<PAGE>
     THIS MODIFICATION NO. 15, made and entered into as of the 1st day of
September, 1985, between INDIANAPOLIS POWER & LIGHT COMPANY ("Indianapolis
Company"), an Indiana corporation, and INDIANA & MICHIGAN ELECTRIC COMPANY
("Indiana Company"), also an Indiana corporation;

                            WITNESSETH:

     WHEREAS, Indianapolis Company and Indiana Company entered into an
Interconnection Agreement, dated December 30, 1960, which Agreement was
modified thereafter (said Interconnection Agreement, as so modified, being
herein called the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     Section 1.  Section 3 - COMPENSATION of Service Schedule B - Emergency
Service of the 1960 Agreement shall be modified and amended to read as
follows:

     "Section 3 -- COMPENSATION

          3.1  Emergency Energy delivered under Section 2 above that is
     generated by the supplying party's system shall be settled for, at the
     option of the supplying party, either by the return of equivalent
     energy upon request of such party or by payment of the greater of (a)
     110% of the out-of-pocket cost of supplying such energy, and (b) 30.0
     mills per kilowatthour thereof;

          3.2  Emergency Energy delivered under Section 2 above that is
     purchased by the supplying party from another system at the request of
     the receiving party shall be settled for as follows:

               3.21  When Indiana Company is the supplying party, a
               demand charge of 2.75 mills per kilowatthour of such
               purchased energy and an energy charge of 100% of the
               amount paid therefor by the supplying party plus one mill
               per kilowatthour of such purchased energy plus any 
               transmission losses and taxes incurred.

               3.22  When Indianapolis Company is the supplying party,
               the greater of (a) 100% of the amount paid for such energy
               plus, 1.6 mills per kilowatthour, and (b) 30 mills per
               kilowatthour."

     Section 2.  Subsection 3.21 of Section 3 - COMPENSATION of Service
Schedule E - Interchange Power of the 1960 Agreement is hereby modified and
amended by deleting the phrase "plus (c) fifteen per cent of the gross
savings remaining after deducting all such payments for transmission
losses," wherever it appears therein and substituting therefor the
following:

     "plus (c) the following:

               3.211  When Indiana Company is the supplying party:  The
               greater of (i) fifteen percent of the gross savings
               remaining after deducting all such payments for
               transmission losses or (ii) 3.75 mills per kilowatthour of
               energy received for transmission plus revenue taxes
               incurred that would not otherwise have been incurred;

               3.212  When Indianapolis Company is the supplying party: 
               Fifteen percent of the gross savings remaining after
               deducting all such payments for transmission losses."

     Section 3.  Subsection 3.3 of Section 3 - COMPENSATION of Service
Schedule E - Interchange Power of the 1960 Agreement is hereby modified and
amended by deleting the words "delivered hereunder" wherever they appear
therein and substituting therefor the phase "delivered under Subsection 2.2
above that is generated by the supplying party's system".

     Section 4.  Section 3 - COMPENSATION of Service Schedule E -
Interchange Power of the 1960 Agreement is hereby modified and amended by
adding a new Subsection 3.4 to read as follows:

          "3.4  Non-Displacement Energy delivered under Subsection 2.2
     above that is purchased by the supplying party's system from another
     interconnected system at the request of the receiving party shall be
     settled for as follows:

               3.41  When Indiana Company is the supplying party; by a
               demand charge of 2.75 mills per kilowatthour of such
               purchased energy and an energy charge of 100% of the
               amount paid therefor by the supplying party, plus one mill
               per kilowatthour of such purchased energy, plus any
               transmission losses and revenue taxes incurred that would
               not otherwise have been incurred.

               3.42  When Indianapolis Company is the supplying party,
               100% of the amount paid for such energy plus 10% of that
               amount, not exceeding, however, 1.6 mills per kilowatthour."

     Section 5.  Section 3 - Compensation of Service Schedule F - Short
Term Power of the 1960 Agreement shall be modified and amended to read as
follows:

     "Section 3 - Compensation

          3.1  When Indianapolis Company is the supplying party and
     Indiana Company is the reserving party, the reserving party shall pay
     the supplying party:

               3.11  For any week that Short Term Power is reserved, a
               rate not to exceed $1.05 per kilowatt reserved; less, for
               each day during any part of which the amount of such Short
               Term Power is reduced (other than Sunday) by the supplying
               party, one-sixth of the weekly rate per kilowatt of the
               reduction (except that in no event shall the total of such
               deductions in any week exceed the weekly rate).  For each
               period less than one week that Short Term Power is
               reserved, one-fifth the weekly rate per kilowatt reserved
               per day (not to exceed $0.21 per kilowatt reserved per
               day), less; for any day during any part of which the
               amount of Short Term Power is reduced by the supplying
               party, one-fifth of the weekly rate per kilowatt of the
               reduction (not to exceed $0.21 per kilowatt reserved per
               day); plus or minus,

               3.12  For each kilowatt of Short Term Power prearranged in
               accordance with Subsection 2.11 above, that is purchased
               by the supplying party from another system, the 
               difference, if any, between the amount paid therefor and
               the amount charged by the supplying party under Subsection
               3.11 above; plus,

               3.13  For Short Term Energy called for under Subsection
               2.12 above that is furnished from the supplying party's
               system, 110% of the out-of-pocket cost of supplying such
               energy; plus, for Short Term Energy furnished by the
               supplying party from another system, 100% of the amount
               paid therefor plus 10% of such amount or 1.6 mills per
               kilowatthour, whichever is less.

          3.2  When Indiana Company is the supplying party and 
     Indianapolis Company is the reserving party, the reserving party shall
     pay the supplying party the following demand rate:

               3.21  Weekly Short Term Power - For any week that Short
               Term Power is reserved, the weekly demand rate of up to
               $1.25 per kilowatt.  If the amount of Weekly Short Term
               Power taken is reduced upon request of the supplying
               party, the demand charge for each day (other than Sunday)
               such reduction is in effect shall be reduced by one-sixty
               (1/6) of the supplying party's weekly demand rate per
               kilowatt of reduction.

               3.22  Daily Short Term Power - For any day that Short Term
               Power is reserved, the daily demand rate shall be equal to
               the rate of one-fifth (1/5) of the supplying party's
               Weekly Short Term Power demand rate.  If the amount of
               Daily Short Term Power taken is reduced upon request of
               the supplying party, the demand charge for each day such
               reduction is in effect shall be reduced by one-fifty (1/5)
               of the above Weekly Short Term Power demand rate per
               kilowatt of reduction.

               3.23  Third Party Weekly Short Term Power - For any week
               that Weekly Short Term Power is reserved by the supplying
               party from another system (hereinafter called a "Third
               Party"), the Third Party Weekly Short Term Power demand
               rate to Indianapolis Company shall be equal to $0.46 per
               kilowatt reserved per week plus the demand charge paid
               therefor by the supplying party to the Third Party.  In
               the event the amount of Third Party Weekly Short Term
               Power taken is reduced upon the request of the Third
               Party, the demand charge for each day (other than Sunday)
               such reduction is in effect shall be reduced by one-sixth
               (1/6) of the Third Party Weekly Short Term Power rate per
               kilowatt of the reduction.

               3.24  Third Party Daily Short Term Power - For any day
               that Short Term Power is reserved from a Third Party, the
               Third Party Daily Short Term Power demand rate to
               Indianapolis Company shall be equal to $0.092 per kilowatt
               reserved per day, plus the demand charge paid therefor by
               the supplying party to the Third Party.

          3.3  When Indiana Company is the supplying party and
     Indianapolis Company is the reserving party, the reserving party shall
     pay the supplying party energy charges at the following rates:

               3.31  For each kilowatthour that is generated by the
               supplying party's system, up to 110% of the out-of-pocket
               costs of supplying Short Term Energy called for under
               Subsection 2.12 above (including all operating,
               maintenance, tax, transmission losses and other expenses
               incurred that would not have been incurred if the energy
               had not been supplied); plus,

               3.32  For each such kilowatthour purchased by the
               supplying party from a Third Party, 100% of the amount of
               the energy charge paid therefor by the supplying party
               plus 1 mill plus any transmission losses, taxes and other
               expenses incurred that would not have been incurred if
               such purchase had not been made.

          3.4  Notwithstanding the rates stated in subsections 3.21 and
     3.31 above; when Indiana company is the supplying party, the sum of
     the above demand charges and the above energy charges for each
     specific reservation made pursuant to Section 2 above of Service
     Schedule F shall not be less than 110% of the total out-of-pocket cost
     of supplying the Short Term Energy for such reservation."

     Section 6.  Section 3 - Compensation of Service Schedule I - Limited
Term Power (Firm) shall be modified and amended to read as follows:

     "Section 3 - Compensation

          3.1  When Indianapolis Company is the supplying party and
     Indiana Company is the reserving party, the reserving party shall pay
     the supplying party:

               3.11 For any month that Limited Term Power (Firm) is
               reserved in accordance with Section 2 above, a rate not to
               exceed $5.50 per kilowatt so reserved; plus or minus,

               3.12  For each kilowatt of Limited Term Power (Firm)
               prearranged in accordance with Subsection 2.11 above, that
               is furnished by the supplying party from another system,
               the difference, if any, between the amount paid therefor
               and the amount charged by the supplying party under
               Subsection 3.11 above; plus,

               3.13  For Limited Term Energy (Firm) called for under
               Subsection 2.12 above that is furnished from the supplying
               party's system, 110% of the out-of-pocket cost of
               supplying such energy; plus, for Limited Term Energy
               (Firm) furnished by the supplying party from another
               system, 100% of the amount paid therefor plus 10% of such
               amount or 1.6 mills per kilowatthour, whichever is less.

          3.2  When Indiana Company is the supplying party and
     Indianapolis Company is the reserving party, the reserving party shall
     pay the supplying party:

               3.21  For any month such Limited Term Power (Firm) is
               reserved in accordance with Section 2 above, a rate of up
               to $6.50 per kilowatt so reserved; plus

               3.22  110% of the out-of-pocket cost (including all
               operating, maintenance, tax, transmission losses and other
               expenses incurred that would not have been incurred if the
               energy had not been supplied) of supplying Limited Term
               Energy (Firm) called for during such period that is
               generated by the supplying party's system; plus

               3.23  For each kilowatt of the reserved Limited Term Power
               (Firm) that is purchased by the supplying party from a
               Third Party, the excess, if any, of the amount paid
               therefor by the supplying party over the charge therefor
               under subsection 2.11 of this Service Schedule (or, if
               such amount is less than such charge, minus the 
               deficiency); plus

               3.24  For each month such Limited Term Power (Firm) is
               reserved, $2.00 per kilowatt, plus 1 mill per kilowatt-
               hour."

     Section 7.  This Modification No. 15 shall be effective from the date
first above written to the expiration date of the 1960 Agreement.

     Section 8.  Except as hereinabove modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     Section 9.  This Modification No. 15 shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties hereto.

     IN WITNESS WHEREOF, the parties herein have caused this Agreement to
be executed by their duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ Robert W. Hill
                       Robert W. Hill, President
                       and Chief Operating Officer

                    INDIANA & MICHIGAN ELECTRIC COMPANY


                    By  signature illegible

<PAGE>
                        Modification No. 16


                                to


                     INTERCONNECTION AGREEMENT

                      Dated December 30, 1960


                            as amended,



                              between


                INDIANAPOLIS POWER & LIGHT COMPANY


                                and


                  INDIANA MICHIGAN POWER COMPANY

          (Formerly Indiana & Michigan Electric Company)
                            __________

                   Dated as of September 4, 1991
<PAGE>
     THIS MODIFICATION NO. 16, made and entered into as of the fourth day
of September, 1991, between INDIANAPOLIS POWER & LIGHT COMPANY ("IPL"), an
Indiana corporation, and INDIANA MICHIGAN POWER COMPANY ("I&M"), also an
Indiana corporation;

                            WITNESSETH,

     WHEREAS, IPL and I&M entered into an Interconnection Agreement, dated
December 30, 1960, with 15 modifications and 4 unilateral rate filings
thereto (said Interconnection Agreement, as so modified, being herein called
the 1960 Agreement); and

     WHEREAS, the parties desire to further modify the 1960 Agreement, as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth herein, the parties agree as follows:

     SECTION 1.  It is hereby agreed that a new Service Schedule L --
Peaking Power and Energy and Seasonal Exchange and Energy be made a part of
the 1960 Agreement in the form attached hereto as Appendix I.

     SECTION 2.  It is hereby further agreed that Section 3.03 of Article 3
of the 1960 Agreement be modified to read:

          "3.03  The following service schedules are agreed to and hereby
     made a part of this agreement:


          Service Schedule A--Firm Power to Indianapolis
          Service Schedule B--Emergency Service
          Service Schedule C--Coordination of Scheduled Maintenance of
                                Generating Facilities
          Service Schedule D--Energy Transfer
          Service Schedule E--Interchange Power
          Service Schedule F--Short Term Power
          Service Schedule I--Limited Term Power (Firm)
          Service Schedule K--Conservation Energy
          Service Schedule L--Peaking Power and Energy and Seasonal
                    Exchange Power and Energy"

     SECTION 3.  Except as hereinbefore modified and amended, all the terms
and conditions of the 1960 Agreement shall remain in full force and effect.

     SECTION 4.  This Modification No. 16 shall inure to the benefit of,
and be binding upon, the successors and assigns of the respective parties
hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their respective duly authorized officers.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By /s/ Ramon L. Humke
                       Ramon L. Humke
                       President and Chief Operating
                       Officer

ATTEST:

/s/ Clark L. Snyder
Clark L. Snyder
Assistant Secretary


                    INDIANA MICHIGAN POWER COMPANY


                    By /s/ illegible
                      Vice Chairman of the Board and
                       Chief Executive Officer

ATTEST:

/s/ John D. Loujo, Jr.
Secretary
<PAGE>
                        SERVICE SCHEDULE L
                     PEAKING POWER AND ENERGY
              AND SEASONAL EXCHANGE POWER AND ENERGY

              Under Agreement dated December 30, 1960

                              between

                Indianapolis Power & Light Company

                                and

                  Indiana Michigan Power Company

          (Formerly Indiana & Michigan Electric Company)

SECTION 1 - DURATION

1.1  This Service Schedule, a part of and under the above referenced
agreement between Indianapolis Power & Light Company ("IPL") and Indiana
Michigan Power Company ("I&M"), shall become effective on April 1, 1992, and
shall continue in effect through March 31, 1997 or thereafter as provided in
Section 2.6 and/or Section 2.7(a) below ("Contract Period").

SECTION 2 - SERVICES TO BE RENDERED

2.1  Throughout the Contract Period and subject to the terms of this
Service Schedule L:

     a)   I&M shall, upon call, make arrangements for and shall stand
          ready to deliver power ("Peaking Power") and associated energy
          ("Peaking Energy"), and IPL shall stand ready to receive and
          shall pay for such Peaking Power and Energy in accordance with
          the rates specified in Section 3 below, and 
     b)   both Parties shall, upon call, stand ready to deliver power
          ("Seasonal Energy Power") and associated energy ("Seasonal
          Exchange Energy"), and both Parties shall stand ready to receive
          such power and energy in the manner described in Section 2.7
          below, and to pay for Seasonal Exchange Energy in accordance
          with the rates specified in Section 3 below.

2.2  The Peaking Power delivered hereunder, in any hour, shall not exceed
the megawatthours ("MWH") per hour during the periods specified below:

     a)   100 MWH per hour from April 1, 1992 - March 31, 1993;
     b)   200 MWH per hour from April 1, 1993 - March 31, 1997;
     c)   200 MWH per hour from April 1, 1997 - December 31, 1997, if IPL
          chooses to continue service under Service Schedule L pursuant to
          subsection 2.67 below; and
     d)   200 MWH per hour from January 1, 1998 - November 30, 1999, if
          IPL chooses to continue service under Service Schedule L
          pursuant to subsection 2.6 below.

2.3  The Peaking Energy delivered hereunder, shall not exceed the amount of
MWH during the periods as specified below:

     a)   66,000 MWH during April 1, 1992 - December 31, 1992;
     b)   87,600 MWH during April 1, 1993 - December 31, 1993, plus 66,000
          MWH during April 1, 1993 - December 31, 1993; 
          175,200 MWH during January 1, 1994 - December 31, 1994;
          175,200 MWH during January 1, 1995 - December 31, 1995;
          175,700 MWH during January 1, 1996 - December 31, 1996;
          43,200 MWH during January 1, 1997 - March 31, 1997;
     c)   or 175,200 MWH during January 1, 1997 - December 31, 1997 if IPL
          chooses to continue service under Service Schedule L pursuant to
          subsection 2.6 below; and
     d)   175,200 MWH during January 1, 1998 - December 31, 1998,
          160,300 MWH during January 1, 1999 - November 30, 1999,
          if IPL chooses to continue service under Service Schedule L
          pursuant to subsection 2.6 below.

2.4  IPL shall inform I&M by 2 p.m. Eastern Standard Time each day of its
expected hourly schedule for Peaking Energy in whole megawatthours per hour
for the next day.  IPL shall schedule Peaking Power and Energy in
incremental blocks of 100 MWH per hour.  Thereafter, IPL may, due to
unforeseen circumstances, make changes to this schedule by giving reasonable
notice thereof.

2.5  The availability of Peaking Power and Energy, and I&M's obligation to
deliver same to IPL in any hour, is contingent upon the ability of the
American Electric Power ("AEP") System to first meet its internal load and
its firm load commitments as of the effective date of this Service Schedule
L, plus any base load capacity sales up to 1500 MW.  The present AEP System
firm load commitments are:  31 MW (not to exceed 75 MW over the term of this
Agreement) for Richmond Power and Light Company; 50 MW for Wabash Valley
Power Association, Inc., through December 31, 1997; 500 MW for Virginia
Power Company, through December 31, 1999, subject to Rockport Unit 1
availability; 250 MW for Carolina Power & Light Company, subject to Rockport
Unit 2 availability, through December 31, 2009; 100 MW for American
Municipal Power-Ohio, Inc. through December 31, 1997 with options to extend
through November 30, 2001; and the Backup Power requirements of Buckeye
Power, as described in the Station Agreement between the Ohio Power company,
Buckeye Power, Inc. and Cardinal Operating Company, dated January 1, 1968. 
If, after satisfying its internal and firm load commitments, the AEP
System's resources are not sufficient for I&M to meet its obligation to
delivery Peaking Power and Energy to IPL, I&M shall arrange for the purchase
of hourly or daily power from non-AEP sources, to the extent such power is
available, deliverable, and required, in order to deliver Peaking Power and
Energy scheduled by IPL pursuant to this Service Schedule L.

2.6  By March 31, 1995, IPL will provide written notice to I&M with respect
to IPL's desire to extend the Contract Period and continue service under
Service Schedule L through December 31, 1997.  If the Contract Period has
been extended through December 31, 1997, then by January 1, 1996, IPL will
provide written notice to I&M, with respect to IPL's desire to further
extend the Contract Period and continue service under Service Schedule L
through November 30, 1999.

2.7  a)   By December 31, 1993, IPL will provide written notice to I&M,
          with respect to IPL's desire to exchange Seasonal Exchange Power
          and Energy during a portion of the Contract Period, from June,
          1995 through February, 1999.

     b)   The maximum rate of delivery of Seasonal Exchange Power and
          Energy supplied hereunder, in any hour, shall not exceed 50 MWH
          per hour.

     c)   A purchasing Party shall inform the supplying Party by 2 p.m.
          Eastern Standard Time each day of its expected hourly schedule
          for Seasonal Exchange Power and Energy in whole megawatt hours
          per hour for the next day.  Thereafter, the purchasing party
          may, due to unforeseen circumstances, make changes to this
          schedule by giving reasonable notice.

     d)   The availability of Seasonal Exchange Power and Energy and a
          supplying Party's obligation to deliver same to the purchasing
          Party in any hour is contingent upon the ability of the
          supplying Party to first meeting its internal load and its firm
          load commitments as of the effective date of this Service
          Schedule L.  The present firm load commitments of the AEP System
          are as enumerated in Section 2.5 above.

     e)   For the period defined in Section 2.7(a) during which Seasonal
          Exchange Power and Energy is agreed to be exchanged, I&M shall
          supply 50 MWH per hour to IPL during the months of June through
          August in the summer seasons of 1995, 1996, and 1997 and IPL
          shall supply 50 MWH per hour to I&M during the months of
          December through February in the winter seasons of 1995/1996,
          1996/1997, 1997/1998 and 1998/1999.

     f)   Seasonal Exchange of Power and Energy may be extended from time
          to time after the period defined in Section 2.7(a) in such
          amount and for such periods as may be mutually agreed upon by
          the parties.

2.8  I&M and IPL shall at all times operate and maintain their respective
generation and transmission systems in a manner consistent with safe,
prudent and efficient operating practices that are generally considered by
the electric utility industry as being prudent utility practice.

SECTION 3 - COMPENSATION

3.1  Demand Charges - IPL shall make monthly payments to I&M for Peaking
Power during the term of this Service Schedule L as follows:

     a)   $600,000 from April 1, 1992 through March 31, 1993;

     b)   $1,200,000 from April 1, 1993 through March 31, 1997;

     c)   $1,200,000 from April 1, 1997 through December 31, 1997 if IPL
          chooses to continue service under Service Schedule L pursuant to
          subsection 2.6 above; and

     d)   $1,550,000 from January 1, 1998 through November 30, 1999, if
          IPL chooses to continue service under Service Schedule L
          pursuant to subsection 2.6 above.

3.2  Energy Charges - IPL shall make monthly payments to I&M for Peaking
Energy delivered during the term of this Service Schedule L.  The monthly
charges will equal the out-of-pocket cost of supplying Peaking Energy
delivered during the month, pursuant to subsection 2.4 above, including all
operating, variable maintenance, tax, transmission losses, the cost as
agreed to by the Operating Committee or replacement of consumed SO2 and
other atmospheric emission allowances, if any, when such allowance programs
become effective, and other expenses incurred which would not have been
incurred if the energy had not been supplied.  Energy charges are subject to
review by the Operating Committee.  However, the out-of-pocket cost for any
hour during which AEP generates or purchases power to meet its obligation to
deliver Peaking Power and Energy to IPL shall not exceed the calculated out-
of-pocket cost of operating a gas turbine plant with a Heat Rate of 11,121
/BUT/KWH during the same month.  The calculation of the out-of-pocket cost
of operating a gas turbine plant shall be made as agreed upon by the
Operating Committee.  The gas cost for this maximum rate calculation will be
equal to the cost experienced by IPL the previous month for its own gas
fired peaking capacity or the cost of natural gas for Indiana as listed in
the table "Average Price of Natural Gas Delivered to Electric Utility
Consumers by State" (current Table 31) in the "Energy Information
Administration/Natural Gas Monthly" for the previous month, if IPL shall not
have operated such generating capacity in the month.  IPL shall inform I&M
of such costs in a timely manner.

3.3  Charges for Seasonal Exchange Power.  There shall be no demand Charge
for Seasonal Exchange Power.  IPL shall make monthly payments to I&M during
the summer seasons and I&M shall make monthly payments to IPL during the
winter seasons, pursuant to Section 2.7(e), for Seasonal Exchange Energy
delivered.  The monthly charges will equal the delivering company's out-of-
pocket cost of supplying such Energy as defined in subsection 3.2 above,
plus the lesser of a) 10% of such out-of-pocket cost or b) 3 mills/KWH.

SECTION 4 -- REGULATORY APPROVAL

4.1  If the Federal Energy Regulatory Commission ("FERC") does not accept
this Service Schedule L for filing within ninety (90) days of its 
submission, either Party may terminate this Service Schedule.  If the FERC
requires modification to the rates, terms, or conditions of this Service
Schedule L as a condition of accepting it for filing, either Party may
terminate this Service Schedule.  In the event the Indiana Utility
Regulatory Commission ("IURC") does not authorize IPL to sue one of the
purchase power cost recovery mechanisms requested by IPL, or in IPL's first
general retail electric rate proceeding ("Rate Case") following the
effective date of this Service Schedule L, the IURC disallows recovery of
past Demand Charges paid by IPL hereunder and/or disallows future Demand
Charges hereunder which are fixed, known and measurable for such rate
proceeding, then in any such event, IPL may terminate this Service Schedule
L.

4.2  Notice of any termination under this Section 4 shall be given in
writing by either Party to the other Party within thirty (30) days after
final action (final action being limited to relief available solely from
such regulatory authority without the necessity of filing any petition for
rehearing or reconsideration) of the regulatory authority involved which
imposes such modification, as hereinabove described, or which fails to
provide recovery by IPL of the Demand Charges payable by it under this
Service Schedule L.  This Service Schedule L shall automatically terminate
thirty (30) days after the date of such notice.

<PAGE>
                        MODIFICATION NO. 17
                              TO THE
                     INTERCONNECTION AGREEMENT
                              BETWEEN
                INDIANAPOLIS POWER & LIGHT COMPANY
                                AND
                  INDIANA MICHIGAN POWER COMPANY


THIS AMENDMENT made and entered into as of the 1st day of January, 1995 by
Indianapolis Power & Light Company ("IPL"), being an Amendment to the
Interconnection Agreement between Indiana Michigan Power Company ("Buyer")
and IPL dated December 30, 1960, as amended (the "Agreement").


                            WITNESSETH:


WHEREAS, IPL and Indiana Michigan Power Company entered into the Agreement
on December 30, 1960, which Agreement has been amended from time to time;


WHEREAS, the Agreement provides for the sale of power and energy by IPL 
under Service Schedules described as:
          
          Service Schedule B                 Emergency Service
          Service Schedule E                 Interchange Power
          Service Schedule F                 Short Term Power
          Service Schedule I                 Limited Term Power
                                                (Firm)
          Service Schedule L                 Peaking Power and
                                             Energy and Seasonal
                                             Exchange Power and
                                             Energy


WHEREAS, the Agreement provides for the recovery of incremental costs or
"out-of-pocket" costs occasioned by the sale by IPL of electric energy;

WHEREAS, IPL has implemented its Emissions Constrained Dispatch Plan,
attached hereto;


WHEREAS, the rates for Emergency Service, Interchange Power, Short Term
Power, Limited Term Power (Firm), and Peaking Power and Energy and Seasonal
Exchange Power and Energy, do not expressly include the cost of replacing
sulfur dioxide ("SO2") emission allowances expended in order to provide such
energy in compliance with Federal laws governing SO2 emission;


WHEREAS, IPL desires to amend the Agreement to clarify recovery of out-of-
pocket costs occasioned by the sale of said energy as including the recovery
of the incremental cost of SO2 emission allowances; 


NOW, THEREFORE, in consideration of the premises and the terms and
conditions set forth herein; IPL desires to amend the Agreement as follows:


Section 1.     Compensation for SO2 Emission Allowances.
The Buyer shall compensate IPL for the consumption of Sulfur Dioxide
Emissions Allowances ("SO2 Allowances") directly attributed to electric
energy sales by IPL to Buyer under the Service Schedules.  Such compensation
shall, at Buyer's option, be made by either supplying IPL with the number of
SO2 Allowances directly attributed to such energy sales, or by reimbursing
IPL for the incremental cost of such number of SO2 Allowances, rounded to
the nearest whole SO2 Allowance.


If Buyer opts to reimburse IPL in cash for SO2 Allowances associated with
Buyer's energy purchases for the month, the cash amount due at billing will
be determined by multiplying the number of SO2 Allowances attributed to the
sale by the incremental cost of the SO2 Allowances, as determined in Section
2.2, at the time of the sale.


If Buyer opts to reimburse IPL in SO2 Allowances, Buyer will record or
transfer to IPL's account, the number of SO2 Allowances calculated below, at
the time cash settlement for the energy is due.  In all cases, Buyer will
transfer to IPL's account the number of SO2 Allowances due IPL for calendar
year no later than January 15 of the following year.  "Transfer to IPL's
account" shall mean, for purposes of the Amendment, the transfer by the
USEPA of the requisite number of SO2 Allowances to IPL's Allowance Tracking
System account and the receipt by IPL of the Allowance Transfer Confirmation.


Section 2.     Determination of SO2 Emission Allowances Due IPL.
     Section 2.1.   Number of SO2 Allowances
     The number of SO2 Allowances directly attributed to an energy sale
     made by IPL shall be determined for each hour, by determining the
     contribution from each of the unit(s) from which the energy sale is
     being made for that hour.  For each unit, the emission rate in pounds
     of SO2 per million Btu will be determined each month, from fuel sulfur
     content, control equipment performance, and continuous emissions
     monitoring data.  The emission rate and the unit heat rate will be
     used to determine the SO2 Allowances used per megawatt-hour ("MWH"). 
     The energy from each unit attributable to the sale, and the SO2
     Allowances per MWH for each unit, will be used to determine the number
     of SO2 Allowances attributable to the sale.


     Section 2.2 .  Cost of SO2 Allowances
     The incremental SO2 Allowance cost used to determine economic dispatch
     of IPL's generating units in any month, will also be the basis used to
     determine compensation for IPL's energy sales.  The incremental SO2
     Allowances cost, in dollars per ton of SO2, shall be determined each
     month and will be based on the Cantor Fitzgerald offer price for SO2
     Allowances, or if such is not available, then another nationally
     recognized SO2 Allowance trading market price or market price index,
     at the beginning of the month.  The SO2 Allowance value may be changed
     at any time during the month to reflect the more current incremental
     cost, or market price, for SO2 Allowances.  Buyer will be notified of
     the new SO2 Allowance value prior to dispatch of IPL energy to Buyer. 
     


Section 3.     Effective Date.
This Amendment to the Agreement shall be made effective as of January 1,
1995.

IN WITNESS WHEREOF, IPL has caused the foregoing Amendment to be signed by
its duly authorized officer, effective as of the date set forth above.
                         INDIANAPOLIS POWER & LIGHT COMPANY


                         By: /s/ John C. Berlier, Jr.

                         John C. Berlier, Jr.
                         Vice President
                         Resource Planning and Rates
<PAGE>
                                                  ADDENDUM I
                                                  Page 5 of 40

                                ADDENDUM I

                                    to

                         Interconnection Agreement

                                  between

                INDIANA & MICHIGAN ELECTRIC COMPANY (I&ME)

                                    and

                 INDIANAPOLIS POWER & LIGHT COMPANY (IP&L)

                    (I&ME's Rate Schedule FERC No. 21)

SECTION 1.  Subsection 3.3 of Section 3 of Service Schedule E -
Interchange Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the first sentence of such subsection 3.3 and by the
substitution therefor of the following sentence.  "Non-
Displacement Energy delivered under subsection 2.2 above that is
generated by the supplying party's system shall be settled for
either by the return of equivalent energy or, at the option of
the party that supplied such energy, by payment of the out-of-
pocket cost (OPC)--such cost being as of the delivery point or
points, as provided for in Section 5.01 of said Interconnection
Agreement, taking into account electrical losses incurred from
the source or sources of such energy to said delivery point or
points--of the supplying party in generating or supplying such
energy plus ten per cent of such cost when Indianapolis Company
is the generating party and by payment of a demand charge of up
to 25 mills per kilowatthour plus an energy charge of up to 110%
of OPC when Indiana Company is the generating party."

SECTION 2.  Section 3 of Service Schedule E - Interchange Power
of the 1960 Interconnection Agreement between I&ME and IP&L is
hereby amended and supplemented by the addition of the following
new subsection numbered 3.5 at the end of Section 3:

     "3.5  Notwithstanding Indiana Company's rates stated in
     subsection 3.3 above, the sum of the above demand
     charges and the above energy charges for each specific
     reservation made pursuant to subsection 2.2 of this
     Service Schedule shall not be less than 100% of the
     out-of-pocket cost of supplying the Non-Displacement
     Energy for such reservation."

SECTION 3.  Subsection 3.21 of Section 3 of Service Schedule F -
Short Term Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the quantity "$1.25" wherever it appears therein and
by the substitution therefor of the quantity "$2.00".

In WITNESS WHEREOF, Indiana & Michigan Electric Company hereto
has caused this Agreement to be executed by a duly authorized
officer.

                              INDIANA & MICHIGAN ELECTRIC COMPANY


                              By  /s/ signature illegible
                                   Vice President
<PAGE>
                                                  ADDENDUM II
                                                  Page 3 of 12

                                ADDENDUM II

                                    to

                         Interconnection Agreement

                                  between

                INDIANA & MICHIGAN ELECTRIC COMPANY (I&ME)

                                    and

                 INDIANAPOLIS POWER & LIGHT COMPANY (IP&L)

                    (I&ME's Rate Schedule FERC No. 21)

SECTION 1.  Subsection 3.21 of Section 3 of Service Schedule B -
Emergency Service of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words "2.75 mills per kilowatthour of such
purchased energy" wherever they appear therein and by the
substitution therefor of the words "5.75 mills per kilowatt
reserved per hour".

SECTION 2.  Subsection 3.211 of Section 3 of Service Schedule E -
Interchange Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words "3.75 mills per kilowatthour of energy
received for transmission" wherever they appear therein and by
the substitution therefor of the words "the sum of a demand
charge of 5.75 mills per kilowatt reserved per hour from a third
party and an energy charge of one mill per kilowatthour of energy
received from the third party."

SECTION 3.  Subsection 3.41 of Section 3 of Service Schedule E -
Interchange Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words "2.75 mills per kilowatthour of such
purchased energy" wherever they appear therein and by the
substitution therefor of the words "5.75 mills per kilowatt
reserved per hour".

In WITNESS WHEREOF, Indiana & Michigan Electric Company hereto
has caused this Agreement to be executed by a duly authorized
officer.

                         INDIANA & MICHIGAN ELECTRIC COMPANY


                         By  /s/ signature illegible
                              Vice President<PAGE>
           

                          COMPLIANCE FILING

The Interconnection Agreement dated December 30, 1960 between
Indiana & Michigan Electric Company (I&ME) and Indianapolis Power
& Light Company (IP&L), I&ME's rate schedule FERC No. 21 is
hereby amended in accordance with Order Accepting Proposed Rates
for Filing, Noting Intervention, Granting Waiver of Notice
Requirements in Part, and Terminating Dockets, of the Federal
Energy Regulatory Commission, in Dockets Nos. ER87-280-000, ER87-
281-000, and ER87-355-000, issued June 16, 1987.

SECTION 1.  Subsection 3.21 of Section 3 of Service Schedule B -
Emergency Service of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words, "a demand charge of 5.75 mills per
kilowatt reserved per hour and" and by the substitution therefor
of the following words "a demand charge of 5.75 mills per
kilowatt reserved per hour but the total demand charge in any one
day shall be no more than the product of $0.092 times the highest
amount in kilowatts reserved in any hour during the day and".

SECTION 2.  Subsection 3.211 of Section 3 of Service Schedule E -
Interchange Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words, "a demand charge of 5.75 mills per
kilowatt reserved per hour from a third party and" and by the
substitution therefor of the words, "a demand charge of 5.75
mills per kilowatt reserved per hour but the total demand charge
in any one day shall be no more than the product of $0.092 times
the highest amount in kilowatts reserved in any hour during the
day and".

SECTION 3.  Subsection 3.3 of Section 3 of Service Schedule E -
Interchange Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words, "a demand charge of up to 25 mills per
kilowatthour plus" and by the substitution therefor of the
following words, "a demand charge of up to 25 mills per
kilowatthour but the total demand charge in any one day shall be
no more than the product of $0.40 times the highest amount in
kilowatts reserved in any hour during the day plus".

SECTION 4.  Subsection 3.41 of Section 3 of Service Schedule E -
Interchange Power of the 1960 Interconnection Agreement between
I&ME and IP&L is hereby amended and supplemented by the deletion
therefrom of the words, "a demand charge of 5.75 mills per
kilowatt reserved per hour and" and by the substitution therefor
of the following words" a demand charge of 5.75 mills per
kilowatt reserved per hour from a third party, but the total
demand charge in any one day shall be no more than the product of
$0.092 times the highest amount in kilowatts reserved in any hour
during the day and".
<PAGE>
                                                  ADDENDUM III
                                                  Page 5 of 42

                               ADDENDUM III

                           Dated:  July 1, 1988

                                    to

                         Interconnection Agreement

                         Dated:  December 30, 1960

                                  between

                    Indianapolis Power & Light Company

                                    and

                      Indiana Michigan Power Company

SECTION 1.  Subsection 2.1 of Section 2 of Service Schedule B -
Emergency Service of this 1960 Interconnection Agreement between
Indiana Company and Indianapolis Company is hereby amended and
supplemented by the deletion therefrom of the sentence "Either
party may, upon request, deliver energy hereunder in the event of
an emergency jeopardizing the ability of a system interconnected
with the system of the requesting party to meet its native load
and other firm commitments."

SECTION 2.  Section 3 of Service Schedule B - Emergency Service
of this 1960 Interconnection Agreement between Indiana Company
and Indianapolis Company is deleted and replaced by the following
new Section 3:

"Section 3 - COMPENSATION

3.1  The supplying party shall pay the receiving party:

     3.11  When Indiana Company is the supplying party, electric
energy delivered under Section 2 above shall be settled for by
the payment of the greater of (a) 110% of the out-of-pocket cost
(including all operating, maintenance, tax, the cost of
transmission losses and other expenses incurred that would not
have been incurred if the energy had not been supplied) of
supplying such energy or (b) 10 cents per kilowatthour thereof.

     3.12  When Indianapolis Company is the supplying party,
Emergency Energy delivered under Section 2 above that is
generated by the supplying party's system shall be settled for,
at the option of the supplying party, either by the return of
equivalent energy upon request of such party or by payment of the
greater of (a) 110% of the out-of-pocket cost of supplying such
energy and (b) 30.0 mills per kilowatthour thereof;

3.2  Emergency Energy delivered under Section 2 above that is
purchased by the supplying party from another system at the
request of the receiving party shall be settled for as follows:

     3.21  When Indianapolis Company is the supplying party, the
greater of (a) 100% of the amount paid for such energy plus, 1.6
mills per kilowatthour, and (b) 30 mills per kilowatthour."

SECTION 3.  Subsection 3.23 of Section 3 of Service Schedule F -
Short Term Power of this 1960 Interconnection Agreement between
Indiana Company and Indianapolis Company is hereby amended and
supplemented by the deletion of the last sentence of subsection
3.23 and by the addition of the following sentence:

"In the event the amount of Weekly Third Party Short Term Power
taken by Indianapolis Company is reduced by Indiana Company
because of a transmission burden on its system, the rate in
subsection 3.23 shall be reduced by a) $0.0766 per kilowatt of
the reduction for each day (other than Sunday) during which such
reduction is in effect, plus (b) the reduction, if any, in the
demand charge paid by Indiana Company to the Third Party."

Indiana Michigan Power Company



By  /s/ signature illegible
<PAGE>
ADDENDUM IV
Page 10 of 65

                                ADDENDUM IV

                                    to

                         Interconnection Agreement

                         Dated:  December 30, 1960

                                  between

                    Indianapolis Power & Light Company

                                    and

                      Indiana Michigan Power Company

                       Amended as of August 21, 1989

     SECTION 1.  Subsection 3.21 of Section 3 of Service Schedule
F - Short Term Power of the 1960 Interconnection Agreement
between Indiana Company and Indianapolis Company is hereby
amended and supplemented by the deletion therefrom of the words
"up to $2.00" and by the substitution therefor of the words "up
to $3.70".

     SECTION 2.  Subsection 3.22 of Section 3 of Service Schedule
F - Short Term Power of the 1960 Interconnection Agreement
between Indiana Company and Indianapolis Company is hereby
replaced with the following subsection 3.22

"3.22  Daily Short Term Power - For any day that Short Term Power
is reserved, at the rate of up to $.74 per kilowatt reserved per
such day.  In the event the amount of Daily Short Term Power
taken is reduced upon request of the supplying party, the demand
charge shall be reduced to zero per kilowatt of reduction for
each day during which such reduction is made."

     SECTION 3.  Subsection 3.4 of Section 3 of Service Schedule
F - Short Term Power of the 1960 Interconnection Agreement
between Indiana Company and Indianapolis Company is hereby
replaced with the following subsection 3.4.

"3.4  When Indiana Company is the supplying party the sum of the
demand and energy charges for each specific reservation made
pursuant to Section 2 of this Service Schedule shall not exceed
the total of:

(1)  the product of the number of kilowatts reserved for such
reservation times the maximum weekly and Daily demand charges
specified above in subsections 3.21 and 3.22 as appropriate, and
(2) the product of the number of kilowatthours supplied for such
reservation times 110% of the average cost per kilowatthour of
energy generated by Indiana Company's Rockport Unit No. 1 for the
second next preceding month; but however in no case shall such
total be less than 110% of the out-of-pocket cost of supplying
the Short Term Energy for such reservation."

     SECTION 4.  Subsection 3.21 of Section 3 of Service Schedule
I - Limited Term Power (Firm) of the 1960 Interconnection
Agreement between Indiana Company and Indianapolis Company is
hereby amended and supplemented by the deletion therefrom of the
words "up to $6.50" and by the substitution therefor of the words
up to $18.75".

     SECTION 5.  Subsection 3.22 of Section 3 of Service Schedule
I - Limited Term Power (Firm) of the 1960 Interconnection
Agreement between Indiana Company and Indianapolis Company is
hereby amended and supplemented by the deletion therefrom of the
words "110% of the" and by the substitution therefor of the words
"up to 110% of the".

     SECTION 6.  Section 3 of Service Schedule I - Limited Term
Power (Firm) of the 1960 Interconnection Agreement between
Indiana Company and Indianapolis Company is hereby amended by the
addition of the following new subsection 3.25.

"3.25  When Indiana Company is the supplying party the sum of the
demand and energy charges for each specific reservation made
pursuant to Section 2 of this Service Schedule shall not exceed
the total of:

(1)  the product of the number of kilowatts reserved for such
reservation times the maximum monthly demand charge specified
above in subsection 3.21, and (2) the produce of the number of
kilowatthours supplied for such reservation times 110% of the
average cost per kilowatthour of energy generated by Indiana
Company's Rockport Unit No. 1 for the second next preceding
month; but however in no case shall such total be less than 110%
of the out-of-pocket cost of supplying the Limited Term Energy
for such reservation."

     SECTION 7.  Subsection 3.3 of Section 3 of Service Schedule
E - Interchange Power of the 1960 Interconnection Agreement
between Indiana Company and Indianapolis Company is hereby
amended and supplemented by the deletion therefrom of the words
"25 mills" and by the substitution therefor of the words "46
mills".

     SECTION 8.  Subsection 3.3 of Section 3 of Service Schedule
E - Interchange Power of the 1960 Interconnection Agreement
between Indiana Company and Indianapolis Company is hereby
amended and supplemented by the deletion therefrom of the
quantity "$0.40" and by the substitution therefor of the quantity
"$0.74".

     SECTION 9.  Subsection 3.5 of Section 3 of Service Schedule
E - Interchange Power of the 1960 Interconnection Agreement
between Indiana Company and Indianapolis Company is hereby
replaced with the following subsection 3.5.

"3.5  When Indiana Company is the supplying party the sum of the
demand and energy charges for each specific reservation made
pursuant to subsection 2.2 of this Service Schedule shall not
exceed the total of:

(1)  the product of the number of kilowatts reserved for such
reservation times the maximum hourly demand charge specified
above in subsection 3.3, and (2) the product of the number of
kilowatthours supplied for such reservation times 110% of the
average cost per kilowatthour of energy generated by Indiana
Company's Rockport Unit No. 1 of the second next preceding month;
but however in no case shall such total be less than 100% of the
out-of-pocket cost of supplying the energy for such reservation."